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SILVER WHEATON CORP.







ANNUAL INFORMATION FORMFOR THE YEAR ENDED DECEMBER
31, 2014



March 31,2015





Suite 3150, 666 Burrard StreetVancouver, B.C. V6C
2X8

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SILVER WHEATON CORP.ANNUAL INFORMATION FORMFOR THE YEAR ENDED DECEMBER 31, 2014

TABLE OF CONTENTS

|DESCRIPTION                                                      | PAGE NO.
|---------------------------------------------------------------- | --------
|                                                                 |         
|INTRODUCTORY NOTES                                               | 1       
|CORPORATE STRUCTURE                                              | 4       
|GENERAL DEVELOPMENT OF THE BUSINESS                              | 5       
|DESCRIPTION OF THE BUSINESS                                      | 8       
|Principal Product                                                | 9       
|Competitive Conditions                                           | 16      
|Operations                                                       | 17      
|Risk Factors                                                     | 17      
|TECHNICAL INFORMATION                                            | 26      
|SAN DIMAS MINES, MEXICO                                          | 33      
|PEÑASQUITO MINE, MEXICO                                          | 41      
|PASCUA-LAMA PROJECT, BORDER OF CHILE AND ARGENTINA               | 52      
|SALOBO MINE, BRAZIL                                              | 58      
|DIVIDENDS                                                        | 69      
|DESCRIPTION OF CAPITAL STRUCTURE                                 | 69      
|TRADING PRICE AND VOLUME                                         | 70      
|DIRECTORS AND OFFICERS                                           | 71      
|INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
      TRANSACTIONS | 75      
|TRANSFER AGENT AND REGISTRAR                                     | 75      
|MATERIAL CONTRACTS                                               | 76      
|INTERESTS OF EXPERTS                                             | 76      
|AUDIT COMMITTEE                                                  | 77      
|ADDITIONAL INFORMATION                                           | 78      
|SCHEDULE A - AUDIT COMMITTEE CHARTER                             | A-1     





Silver Wheaton is a registered trademark of Silver Wheaton
Corp. in Canada, the United States and certain other jurisdictions.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM

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INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

This
annual information form contains forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and
forward-looking information within the meaning of applicable Canadian
securities legislation. Forward-looking statements, which are all statements
other than statements of historical fact, include, but are not limited to,
statements with respect to:

- projected increases to Silver Wheatons (as defined herein) production and
  cash flow profile;
- the expansion and exploration potential at the Salobo mine;
- projected changes to Silver Wheatons production mix;
- anticipated increases in total throughput at the Salobo mine;
- the estimated future production;
- the future price of commodities;
- the estimation of mineral reserves and mineral resources;
- the realization of mineral reserve estimates;
- the timing and amount of estimated future production (including 2015 and
  2019 attributable annual production);
- the costs of future production;
- reserve determination;
- estimated reserve conversion rates; and
- any statements as to future dividends, the ability to fund outstanding
  commitments and continue to acquire accretive precious metal stream interests
  and assessments of the impact and resolution of various legal and tax matters.

Generally,
these forward-looking statements can be identified by the use of forward-looking
terminology such as plans, expects or does not expect, is expected,
budget, scheduled, estimates, forecasts, projects, intends,
anticipates or does not anticipate, or believes, potential, or
variations of such words and phrases or statements that certain actions, events
or results may, could, would, might or will be taken, occur or be
achieved.

Forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or
achievements of Silver Wheaton to be materially different from those expressed
or implied by such forward-looking statements, including but not limited to:

- fluctuations in the price of commodities;
- the absence of control over the mining operations from which Silver
  Wheaton purchases silver or gold (the Mining Operations) and risks related
  to these Mining Operations including risks related to fluctuations in the
  price of the primary commodities mined at such operations, actual results of
  mining and exploration activities, environmental, economic and political risks
  of the jurisdictions in which the Mining Operations are located, and changes
  in project parameters as plans continue to be refined;
- risks relating to having to rely on the accuracy of the public disclosure
  and other information Silver Wheaton receives from the owners and operators of
  the Mining Operations as the basis for its analyses, forecasts and assessments
  relating to its own business;
- differences in the interpretation or application of tax laws and
  regulations or accounting policies and rules; and Silver Wheatons
  interpretation of, or compliance with, tax laws and regulations or accounting
  policies and rules, is found to be incorrect;
- the introduction of new tax laws and regulations or accounting policies
  and rules;
- credit and liquidity risks;
- hedging risk;
- competition in the mining industry;
- risks related to Silver Wheatons acquisition strategy;
- risks related to the market price of the common shares of Silver Wheaton
  (the Common Shares);
- risks related to Silver Wheatons holding of long-term investments in
  other exploration and mining companies;

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [1]

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- risks related to the declaration, timing and payment of dividends;
- the ability of Silver Wheaton and the Mining Operations to retain key
  management employees or procure the services of skilled and experienced
  personnel;
- risks related to claims and legal proceedings against Silver Wheaton or
  the Mining Operations;
- risks relating to unknown defects and impairments;
- risks related to the adequacy of internal control over financial
  reporting;
- risks related to governmental regulations, including environmental
  regulations;
- risks related to international operations of Silver Wheaton and the Mining
  Operations;
- risks relating to exploration, development and operations at the Mining
  Operations;
- the ability of Silver Wheaton and the Mining Operations to obtain and
  maintain necessary permits;
- the ability of Silver Wheaton and the Mining Operations to comply with
  applicable laws, regulations and permitting requirements;
- lack of suitable infrastructure and employees to support the Mining
  Operations;
- uncertainty in the accuracy of mineral reserves and mineral resources
  estimates;
- risks relating to production estimates from Mining Operations;
- inability to replace and expand mineral reserves;
- uncertainties related to title and indigenous rights with respect to the
  mineral properties of the Mining Operations;
- commodity price fluctuations;
- the ability of Silver Wheaton and the Mining Operations to obtain adequate
  financing;
- the ability of Mining Operations to complete permitting, construction,
  development and expansion;
- challenges related to global financial conditions;
- risks related to future sales or issuance of equity securities;
- other risks disclosed under the heading Risk Factors in this annual
  information form.

Forward-looking
statements are based on assumptions management currently believes to be
reasonable including, but not limited to:

- the continued operation of the Mining Operations;
- no material adverse change in the market price of commodities;
- that the Mining Operations will operate and the mining projects will be
  completed in accordance with public statements and achieve their stated
  production estimates;
- the continuing ability to fund or obtain funding for outstanding
  commitments;
- the ability to source and obtain accretive precious metal stream
  interests;
- expectations regarding the resolution of legal and tax matters;
- that Silver Wheaton will be successful in challenging any reassessment by
  the Canada Revenue Agency (the CRA);
- the estimate of the carrying value of the precious metal purchase
  agreements (as defined herein); and
- other assumptions and factors as set out herein.

Although
Silver Wheaton has attempted to identify important factors that could cause
actual results, level of activity, performance or achievements to differ
materially from those contained in forward-looking statements, there may be
other factors that cause results, level of activity, performance or achievements
not to be as anticipated, estimated or intended. There can be no assurance that
forward- looking statements will prove to be accurate and even if events or
results described in the forward-looking statements are realized or
substantially realized, there can be no assurance that they will have the
expected consequences to, or effects on, Silver Wheaton. Accordingly, readers
should not place undue reliance on forward-looking statements and are cautioned
that actual outcomes may vary. The forward-looking statements included and
incorporated by reference in this prospectus are for the purpose of providing
investors with information to assist them in understanding Silver Wheatons
expected financial and operational performance and may not be appropriate for
other purposes. Any forward-looking statement speaks only as of the date on
which it is made, Silver Wheaton does not undertake to update any
forward-looking statements that are included or incorporated by reference
herein, except in accordance with applicable securities laws.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [2]

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Currency Presentation and Exchange Rate Information

This
annual information form contains references to United States dollars and
Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are
expressed in United States dollars. Canadian dollars are referred to as
Canadian dollars or C$.

The
high, low and closing noon spot rates for Canadian dollars in terms of the
United States dollar for each of the three years in the period ended December
31, 2014, as quoted by the Bank of Canada, were as follows:

Year ended December 312014
    2013
    2012High
    C$1.1643
    C$1.0706
    C$1.0418Low
    1.0614
    0.9832
    0.9710Closing
    1.1601
    1.0623
  0.9949


On
March 27, 2015, the noon spot rate for Canadian dollars in terms of the United
States dollar, as quoted by the Bank of Canada, was US$1.00 = C$ 1.2580.

Silver Prices

The
high, low, average and closing fixing silver prices in United States dollars per
troy ounce for each of the three years in the period ended December 31, 2014, as
quoted by the London Bullion Market Association (LBMA), were as follows:

Year ended December 312014*
    2013
    2012High
    $22.05
    $32.23
    $37.23Low
    15.28
    18.61
    26.67Average
    19.09
    23.79
    31.15Closing
    15.79
    19.50
    29.95* During 2014, the calculation of silver prices was transitioned to an
electronic, auction-based benchmark.


On
March 27, 2015, the LBMA Silver Price in United States dollars per troy ounce,
as published by the LBMA, was $17.14.

Gold Prices

The
high, low, average and closing afternoon fixing gold prices in United States
dollars per troy ounce for each of the three years in the period ended December
31, 2014, as quoted by the LBMA, were as follows:

Year ended December 312014
    2013
    2012High
    $1,385.00
    $1,693.75
    $1791.75Low
    1,142.00
    1,192.00
    1,540.00Average
    1,266.40
    1,411.23
    1,668.98Closing
    1,206.00
    1,204.50
    1,657.50* During March 2015, the calculation of gold prices was transitioned to an
electronic, auction-based benchmark.


On
March 27, 2015, the LBMA Gold Price PM in United States dollars per troy ounce,
as published by the LBMA, was $1,195.75.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [3]

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CORPORATE STRUCTURE

Pursuant
to Articles of Continuance dated December 17, 2004, Silver Wheaton Corp.
(Silver Wheaton or the Company) was continued under the Business
Corporations Act (Ontario) (the Act).

The
Companys head office is located at Suite 3150, Park Place, 666 Burrard Street,
Vancouver, British Columbia, V6C 2X8 and its registered office is located at
Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

The
Companys active subsidiaries are Silver Wheaton (Caymans) Ltd. (Silver Wheaton
Caymans) and Wheaton Precious Metals (Cayman) Co. (Wheaton Precious Metals),
each of which is wholly-owned by the Company and is governed by the laws of the
Cayman Islands and Silver Wheaton Luxembourg S.a.r.l. (Silver Wheaton
Luxembourg) which is wholly-owned by Silver Wheaton Caymans and is governed by
the laws of Luxembourg. As of December 31, 2012, Silverstone Resources
(Barbados) Corp. was liquidated into Silver Wheaton Caymans. As used in this
annual information form, except as otherwise required by the context, reference
to Silver Wheaton or the Company means Silver Wheaton Corp., Silver Wheaton
Caymans, Silver Wheaton Luxembourg and Wheaton Precious Metals.

SILVER WHEATON AND ITS PRINCIPAL SUBSIDIARIES



SILVER WHEATON 2014 ANNUAL INFORMATION FORM [4]

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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Vale Transaction

Salobo Mine

On
February 28, 2013, Silver Wheaton Caymans entered into an agreement (the Salobo
Purchase Agreement) to acquire from Vale Switzerland SA (Vale Switzerland), a
subsidiary of Vale S.A. (Vale), an amount of gold equal to 25% of the life of
mine gold production from its currently producing Salobo mine (the Salobo
mine), located in Brazil. Silver Wheaton Caymans made a total upfront cash
payment of $1.33 billion on March 12, 2013 and, in addition, will make ongoing
payments of the lesser of $400 per ounce of gold (subject to an inflationary
adjustment of 1% beginning in the fourth year) or the prevailing market price
per ounce of gold delivered.

On
March 2, 2015, Silver Wheaton Caymans agreed to amend the Salobo Purchase
Agreement with Vale Switzerland (the Amended Salobo Purchase Agreement) to
acquire from Vale Switzerland an additional amount of gold equal to 25% of the
life of mine gold production from any minerals from the Salobo mine that enter
the Salobo mineral processing facility from and after January 1, 2015. With this
amendment, Silver Wheaton Caymans will increase the gold stream from 25% to 50%
of the life of mine gold production from the Salobo mine. Under the Amended
Salobo Purchase Agreement, Silver Wheaton Caymans paid Vale cash consideration
of $900 million on March 24, 2015 for the increased gold stream (the Upfront
Deposit). In addition, Silver Wheaton Caymans is required to make ongoing
payments of the lesser of $400 per ounce of gold plus an inflationary adjustment
of 1% commencing as of January 1, 2017 for the full 50% of gold production or
the prevailing market price per ounce of gold delivered. The additional 25% life
of mine production that is processed from and after January 1, 2015 will accrue
retroactively to Silver Wheaton Caymans. The terms of the existing gold stream
on the Salobo mine were modified so that the annual inflation adjustment that
was scheduled to start in 2016 will now start coincident with this stream in
2017.

As
reported by Vale, Vale is in the process of ramping up mill throughput at the
Salobo mine from 12 million tonnes per annum (Mtpa) to 24 Mtpa, with the
potential to further increase throughput beyond 24 Mtpa. Under the terms of the
Amended Salobo Purchase Agreement, if the expansion to 24 Mtpa is not completed
by December 31, 2016, Silver Wheaton Caymans continues to be entitled to a gross
up (a temporary increased percentage of gold production) based on the pro-rata
achievement of the target production. Extensive mineral reserves and exploration
potential suggest that an even greater throughput expansion potential exists. If
throughput capacity is expanded within a predetermined period, Silver Wheaton
Caymans will be required to make an additional payment to Vale, relative to the
50% stream, based on a set fee schedule ranging from $88 million if throughput
is expanded beyond 28 Mtpa by January 1, 2036, to up to $720 million if
throughput is expanded beyond 40 Mtpa by January 1, 2018. There will be no
additional deposit due if the expansion does not occur until after January 1,
2036.

The
addition of the Amended Salobo Purchase Agreement further diversifies Silver
Wheatons production mix. Management estimates that over the next five years,
gold, as a percentage of forecasted production, is expected to grow to over 40%.

See
Further Disclosure Regarding Mineral Projects on Material Properties  Salobo
Mine, Brazil for details regarding the Salobo mine.

Sudbury Mine

On
February 28, 2013, the Company entered into an agreement to acquire from Vale an
amount of gold equal to 70% of the gold production from certain of its currently
producing Sudbury mines located in Canada, including the Coleman mine, Copper
Cliff mine, Garson mine, Stobie mine, Creighton mine, Totten mine and the Victor
project (the Sudbury mines) for a period of 20 years. Silver Wheaton made a
total upfront cash payment in March, 2013 of $570 million plus warrants to
purchase 10 million shares of Silver Wheaton common stock at a strike price of
$65, with a term of 10 years. In addition, Silver Wheaton will make ongoing
payments of the lesser of $400 per ounce of gold or the prevailing market price
per ounce of gold delivered.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [5]

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New Credit Facilities

On
February 28, 2013, the Company entered into two new credit facilities, comprised
of (i) a $1.0 billion revolving credit facility having a five year term (the
Revolving Facility); and (ii) a $1.5 billion bridge financing facility having
a one year term (the Bridge Facility). The Revolving Facility and Bridge
Facility replaced the pre-existing $400 million revolver loan and the $200
million non-revolving term loan, with the latter being repaid in full on
February 22, 2013.

On
May 28, 2013, the Company entered into a $1 billion non-revolving term loan
(NRT Loan) with a three-year term, extendable by one year with the unanimous
consent of lenders. On March 31, 2014, the term of the NRT Loan was extended by
one year to May 28, 2017. The $1 billion proceeds from the NRT Loan were used to
repay the remaining balance of $560 million under the Companys $1.5 billion
Bridge Facility and $440 million outstanding under the Companys Revolving
Facility. The Bridge Facility was terminated following the repayment of the
outstanding balance.

The
Revolving Facility can be drawn down at any time to finance acquisitions,
investments or for general corporate purposes. The Revolving Facility was fully
undrawn as of December 31, 2014.

Effective
February 27, 2015, the Company amended and restated the Revolving Facility (the
Amended Revolving Facility). The Company increased the available credit from
$1.0 billion to $2.0 billion and extended the term by two years, with the
facility now maturing on February 27, 2020. In addition, certain covenants were
amended in order to replace the minimum total net worth and maximum net debt to
EBITDA covenants with minimum net debt to total net worth and minimum interest
coverage tests. The interest rate applicable to any drawings under the Amended
Revolving Facility remains unchanged. The Company used proceeds drawn from this
Amended Revolving Facility, together with cash on hand, to repay $1 billion of
debt previously outstanding under the NRT Loan and terminated the NRT Loan.
Effective February 27, 2015, the Company had $685 million drawn under the
Amended Revolving Facility.

Bought Deal Offering

On
March 2, 2015, the Company announced that, in connection with the Amended Salobo
Purchase Agreement, it had entered into an agreement with a syndicate of
underwriters led by Scotiabank, pursuant to which they have agreed to purchase,
on a bought deal basis, 38,930,000 Common Shares at a price of $20.55 per share
(the Offering), for aggregate gross proceeds to Silver Wheaton of
approximately $800 million. Silver Wheaton also agreed to grant to the
underwriters an option to purchase up to an additional 5,839,500 Common Shares
at a price of $20.55 per share, on the same terms and conditions as the
Offering, exercisable at any time, in whole or in part, until the date that is
30 days following the closing of the Offering (the Over Allotment Option). On
March 17, 2015, the Company announced that it had closed the Offering and
received $800 million in gross proceeds (net proceeds of approximately $769
million after payment of underwriters fees and expenses). The underwriters have
until April 16, 2015 to exercise the Over Allotment Option. In the event that
the option was exercised in its entirety, the aggregate gross proceeds of the
Offering to Silver Wheaton would be approximately $920 million.

Hudbay Transaction

777 Mine

On
August 8, 2012, the Company entered into an agreement (the 777 Mine Purchase
Agreement) with Hudbay Minerals Inc. (Hudbay) to acquire 100% of the life of
mine silver and gold production from its currently producing 777 mine (the 777
mine), located in Canada. Silver Wheatons share of gold production at the 777
mine will remain at 100% until the later of the end of 2016 or the satisfaction
of a completion test relating to Hudbays Constancia project in Perú (the
Constancia project), after which it will be reduced to 50% for the remainder
of the mine life. Silver Wheaton made an upfront cash payment of $455.1 million
in September, 2012 and, in addition, will make ongoing payments of the lesser of
$5.90 per ounce of silver and $400 per ounce of gold (both subject to an
inflationary adjustment of 1% beginning in the fourth year and subject to being
increased to $9.90 per ounce of silver and $550 per ounce of gold after the
initial 40 year term) or the prevailing market price per ounce of silver and
gold delivered.Hudbay has granted Silver Wheaton a right of first
refusal on any future streaming agreement, royalty agreement or similar
transaction related to the production of silver or gold from the 777 mine.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [6]

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Constancia Project (including Pampacancha)

On
August 8, 2012, Silver Wheaton Caymans entered into an agreement with Hudbay to
acquire 100% of the life of mine silver production from the Constancia project.
On November 4, 2013, Silver Wheaton Caymans amended its agreement with Hudbay to
include the acquisition of an amount equal to 50% of the life of mine gold
production from the Constancia project. Under the amended agreement, Silver
Wheaton Caymans had paid Hudbay total cash consideration of $169.9 million, as
at December 31, 2013.

In
addition, at the end of the first quarter of 2014, as a result of capital
expenditures at the Constancia project reaching $1 billion, a $125 million
payment was made. On September 10, 2014, Silver Wheaton Caymans further amended
its agreement with Hudbay and as a result of capital expenditures meeting the
$1.35 billion requirement, on September 26, 2014 Silver Wheaton Caymans paid
$135 million to Hudbay by delivery of 6,112,282 Common Shares, at an average
issuance price of $22.09 per share. As at December 31, 2014, Silver Wheaton
Caymans had paid Hudbay total cash consideration of $429.9 million.

Silver
Wheaton Caymans will make ongoing payments of the lesser of $5.90 per ounce of
silver and $400 per ounce of gold (both subject to an inflationary adjustment of
1% beginning in the fourth year) or the prevailing market price per ounce of
silver and gold delivered.

The
silver and gold production at the Constancia project are subject to the same
completion test. The completion test requires Hudbay to complete the Constancia
project processing plant to at least 90% of expected throughput and silver
recovery by December 31, 2016. If Hudbay fails to satisfy the requirements of
the completion test, Silver Wheaton Caymans would be entitled to continued
delivery of 100% of the gold production from Hudbays 777 mine. If the
completion test has not been satisfied by December 31, 2020, Silver Wheaton
Caymans would be entitled to a proportionate return of the upfront cash
consideration relating to the Constancia project. In addition, Silver Wheaton
Caymans would be entitled to additional compensation in respect of the gold
stream should there be a delay in achieving completion or mining the Pampacancha
deposit (the Pampacancha Deposit) beyond the end of 2018. Hudbay has granted
Silver Wheaton Caymans a right of first refusal on any future streaming
agreement, royalty agreement, or similar transaction related to the production
of silver or gold from the Constancia project.

Recovery
rates for gold under the amended agreement have been fixed given the early
nature of the metallurgical test work on gold recoveries from the Pampacancha
Deposit. Recoveries will be set at 55% for the Constancia project deposit and
70% for the Pampacancha Deposit until Silver Wheaton Caymans receives 265,000
payable ounces, after which actual recoveries will be applied.

According
to Hudbays 2014 annual MD&A, physical construction of Constancia was
essentially completed and copper concentrate production began as expected during
the fourth quarter of 2014. Commercial production remains on track for the
second quarter of 2015 and the mine is expected to achieve full capacity in the
second half of the year. Commissioning is ongoing and copper concentrate
produced to date has met specifications. Trucking to the port commenced in early
January and the first sale of concentrate is expected later in the first quarter
of 2015.

Initial
mining of softer supergene ore from the main Constancia pit is expected to
result in the concentrator processing ore at average grades 30% above reserve
grade in the first five years of the projected 22 year mine life. There are
currently approximately 800,000 tonnes of ore on the run-of-mine pad and an
additional 1.8 million tonnes of broken ore in the Constancia pit, representing
approximately one month of expected throughput in the plant at design capacity.
Mining and civil earthworks productivity has been at or above expectations.

Early Deposit Gold Interest  Sandspring Transaction

On
November 11, 2013, the Company entered into a life of mine early deposit
precious metal purchase agreement (the Early Deposit Agreement) to acquire
from Sandspring Resources Ltd. (Sandspring) an amount of gold equal to 10% of
the gold production from its Toroparu project (the Toroparu project) located
in the Republic of Guyana, South America. The Company will pay Sandspring total
cash consideration of $148.5 million, of which $13.5 million has been paid to
date, with the additional $135 million to be payable on an installment basis to
partially fund construction of the mine. In addition, the Company will make
ongoing payments of the lesser $400 per ounce of gold (subject to an
inflationary adjustment of 1% beginning in the fourth year or satisfaction of
the completion test) or the prevailing market price per ounce of gold delivered.
Under the Early Deposit Agreement, there will be a 90 day period following the
delivery of a bankable definitive feasibility study, environmental study and
impact assessment, and other related documents (collectively, the Feasibility Documentation), or after
December 31, 2015 if the Feasibility Documentation has not been delivered to the
Company by such date, where the Company may elect not to proceed with the
precious metal purchase agreement, at which time the Company will be entitled to
a return of the early deposit of $11.5 million (on the basis that $2 million of
the advanced $13.5 million is non-refundable) or, at Sandsprings option, the
stream percentage will be reduced from 10% to 0.774% (equivalent to the pro-rata
stream based on a full purchase price of $11.5 million).

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [7]

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Royalty Agreement  Chesapeake Gold Transaction

On
August 7, 2014, the Company, through its wholly owned subsidiary Wheaton
Precious Metals purchased a 1.5% net smelter return royalty interest (the
Royalty) in the Metates properties from Chesapeake Gold Corp. (Chesapeake)
for $9 million. Under the terms of the agreement, at any time prior to August 7,
2019, Chesapeake may reacquire two-thirds of the Royalty, or 1%, for the sum of
$9 million. The Company also has a right of first refusal on any silver
streaming, royalty or any other transaction on the Metates properties.

Long-Term Investments

At
December 31, 2014, the Company held long-term investments with a market value of
approximately $32.8 million.

Bear Creek Mining Corporation

At
December 31, 2014, Silver Wheaton owned approximately 13.3 million common shares
of Bear Creek Mining Corporation (TSXV: BCM) (Bear Creek), representing
approximately 14% of the outstanding shares of Bear Creek. At December 31, 2014,
the fair value of the Companys investment in Bear Creek was approximately $16.2
million.

Revett Minerals Inc.

At
December 31, 2014, Silver Wheaton owned approximately 5.3 million common shares
of Revett Minerals Inc. (TSX: RVM) (Revett), representing approximately 14% of
the outstanding shares of Revett. At December 31, 2014, the fair value of the
Companys investment in Revett was approximately $3.9 million.

Other

At
December 31, 2014, Silver Wheaton owned common shares and common share purchase
warrants of several other publicly traded mineral exploration, development and
mining companies. At December 31, 2014, the fair value of such other long-term
investments was approximately $12.8 million. As Silver Wheatons investment
represents less than 10% of the outstanding shares of each of the respective
companies and is not considered material to Silver Wheatons overall financial
position, these investments are not separately identified in this annual
information form.

DESCRIPTION OF THE BUSINESS

Silver
Wheaton is a mining company which generates its revenue primarily from the sale
of silver and gold. The Company is listed on the New York Stock Exchange
(NYSE) (symbol: SLW) and the TSX (symbol: SLW).

To
date, the Company has entered into 18 long-term purchase agreements and one (1)
early deposit long-term purchase agreement associated with silver and/or gold
(precious metal purchase agreements), relating to 27 different mining assets,
whereby Silver Wheaton acquires silver and gold production from the
counterparties for a per ounce cash payment at or below the prevailing market
price. The primary drivers of the Companys financial results are the volume of
silver and gold production at the various mines and the price of silver and gold
realized by Silver Wheaton upon sale. Attributable silver and gold as referred
to in this annual information form is the silver and gold production to which
Silver Wheaton is entitled pursuant to the various purchase agreements.

The
Company is actively pursuing future growth opportunities, primarily by way of
entering into long-term precious metal purchase agreements. There is no
assurance, however, that any potential transaction will be successfully
completed.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [8]

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Principal Product

The
Companys principal product is silver that it has agreed to purchase pursuant to
precious metal purchase agreements. The Company also acquires gold that it has
agreed to purchase pursuant to precious metal purchase agreements. The following
table summarizes the silver and gold interests currently owned by the Company
(collectively, the Mining Operations). Note that statements made in this
section contain forward-looking information. Please see Cautionary Note
Regarding Forward-Looking Statements for material risks, assumptions and
important disclosure associated with this information.

Silver and Gold
      Interests
    Mine
      Owner
    Location
      of Mine
    Upfront Consideration 1
    Attributable
      Production to be Purchased
    Term
      of Agreement
    Date of
      Original ContractSilver
    GoldSan Dimas
    Primero
    Mexico
    $ 189,799
    100% 2
    0%
    Life of Mine
    15-Oct-04Yauliyacu
    Glencore
    Peru
    $ 285,000
    100% 3
    0%
    20 years
    23-Mar-06Peñasquito
    Goldcorp
    Mexico
    $ 485,000
    25%
    0%
    Life of Mine
    24-Jul-07777
    Hudbay
    Canada
    $ 455,100
    100%
    100%/50% 4
    Life of Mine
    8-Aug-12Salobo
    Vale
    Brazil
    $ 2,230,000 5
    0%
    50%
    Life of Mine
    28-Feb-13Sudbury
    
    
    $ 623,572 6Coleman
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Copper Cliff
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Garson
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Stobie
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Creighton
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Totten
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Victor
    Vale
    Canada
    
    0%
    70%
    20 years
    28-Feb-13Barrick
    
    
    $ 625,000Pascua-Lama
    Barrick
    Chile/Argentina
    
    25%
    0%
    Life of Mine
    8-Sep-09Lagunas Norte
    Barrick
    Peru
    
    100%
    0%
    8.5 years
    8-Sep-09Pierina
    Barrick
    Peru
    
    100%
    0%
    8.5 years 7
    8-Sep-09Veladero
    Barrick
    Argentina
    
    100% 8
    0%
    8.5 years
    8-Sep-09OtherLos Filos
    Goldcorp
    Mexico
    $ 4,463
    100%
    0%
    25 years
    15-Oct-04Zinkgruvan
    Lundin
    Sweden
    $ 77,866
    100%
    0%
    Life of Mine
    8-Dec-04Stratoni
    Eldorado Gold 9
    Greece
    $ 57,500
    100%
    0%
    Life of Mine
    23-Apr-07Minto
    Capstone
    Canada
    $ 54,805
    100%
    100% 10
    Life of Mine
    20-Nov-08Cozamin
    Capstone
    Mexico
    $ 41,959
    100%
    0%
    10 years
    4-Apr-07Neves-Corvo
    Lundin
    Portugal
    $ 35,350
    100%
    0%
    50 years
    5-Jun-07Aljustrel
    I'M SGPS
    Portugal
    $ 2,451
    100% 11
    0%
    50 years
    5-Jun-07Keno Hill
    Alexco
    Canada
    $ 50,000
    25%
    0%
    Life of Mine
    2-Oct-08Rosemont
    Hudbay
    United States
    $ 230,000 12
    100%
    100%
    Life of Mine
    10-Feb-10Loma de La Plata
    Pan American
    Argentina
    $ 43,289 13
    12.5%
    0%
    Life of Mine
    n/a 14Constancia
    Hudbay
    Peru
    $ 429,900
    100%
    50% 15
    Life of Mine
    8-Aug-12Early DepositToroparu
    Sandspring
    Guyana
    $ 148,500 16
    0%
    10% 16
    Life of Mine
    11-Nov-13


|1)  | Expressed in United States dollars, rounded to the
      nearest thousand; excludes closing costs and capitalized interest, where
      applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2)  | Until August 6, 2014, Primero (defined below) delivered
      to Silver Wheaton a per annum amount equal to the first 3.5 million ounces
      of payable silver produced at San Dimas mines (defined below) and 50% of
      any excess, plus Silver Wheaton received an additional 1.5 million ounces
      of silver per annum which was delivered by Goldcorp (defined below).
      Beginning August 6, 2014, Primero will deliver a per annum amount to
      Silver Wheaton equal to the first 6 million ounces of payable silver
      produced at San Dimas mines and 50% of any excess.                                                                                                                                                                                                                                                                                                                                                              
|3)  | To a maximum of 4.75 million ounces per annum. In the
      event that silver sold and delivered to Silver Wheaton in any year totals
      less than 4.75 million ounces, the amount sold and delivered to Silver
      Wheaton in subsequent years will be increased to make up for any
      cumulative shortfall, to the extent production permits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4)  | Silver Wheaton is entitled to acquire 100% of the life of
      mine gold production from Hudbays 777 mine until Hudbays Constancia
      project satisfies a completion test, or the end of 2016, whichever is
      later. At that point, Silver Wheatons share of gold production from 777
      mine will be reduced to 50% for the life of the mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5)  | Does not include the contingent payment related to the
      Salobo mine expansion. Vale has recently completed the expansion of the
      mill throughput capacity at the Salobo mine to 24 Mtpa from its previous
      12 Mtpa. If actual throughput is expanded above 28 Mtpa within a
      predetermined period, Silver Wheaton will be required to make an
      additional payment to Vale based on a set fee schedule ranging from $88
      million if throughput is expanded beyond 28 Mtpa by January 1, 2036, up to
      $720 million if throughput is expanded beyond 40 Mtpa by January 1,
      2018.                                                                                                                                                                                                                                                                                                                                         
|6)  | Comprised of a $570 million upfront cash payment plus
      warrants to purchase 10 million shares of Silver Wheaton common stock at a
      strike price of $65, with a term of 10 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7)  | As per Barricks (defined below) public disclosure,
      closure activities were initiated at Pierina as of August 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8)  | Silver Wheaton's attributable silver production is
      subject to a maximum of 8% of the silver contained in the ore processed at
      Veladero during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9)  | 95% owned by Eldorado Gold Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10) | The Company is entitled to acquire 100% of the first
      30,000 ounces of gold produced per annum and 50% thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11) | As part of an agreement with IM SGPS dated July 16,
      2014, Silver Wheaton agreed to waive its rights to silver contained in
      copper concentrate at the Aljustrel mine while retaining the right to
      silver contained in zinc concentrate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12) | The upfront consideration is currently reflected as a
      contingent obligation, payable on an installment basis to partially fund
      construction of the Rosemont mine once certain milestones are achieved,
      including the receipt of key permits and securing the necessary financing
      to complete construction of the mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13) | Comprised of $10.9 million allocated to the silver
      interest upon the Companys acquisition of Silverstone Resources Corp. in
      addition to a contingent liability of $32.4 million, payable upon the
      satisfaction of certain conditions, including Pan American (defined below)
      receiving all necessary permits to proceed with the mine
    construction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14) | Definitive terms of the agreement to be
  finalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15) | Gold recoveries will be set at 55% for the Constancia
      project and 70% for the Pampacancha Deposit until 265,000 ounces of gold
      have been delivered to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16) | Comprised of $13.5 million paid to date in addition to
      $135 million to be payable on an installment basis to partially fund
      construction of the mine. During the 60 day period following the delivery
      of a feasibility study, environmental study and impact assessment, and
      other related documents (collectively, the Feasibility Documentation),
      or after December 31, 2015 if the Feasibility Documentation has not been
      delivered to Silver Wheaton by such date, Silver Wheaton may elect not to
      proceed with the precious metal purchase
agreement, at which time Silver Wheaton will be entitled to a return of
$11.5 million of the early deposit (on the basis that $2 million of the advanced
$13.5 million is non-refundable) or, at Sandsprings option, the stream
percentage will be reduced from 10% to 0.774% (equivalent to the pro-rata stream
based on a full purchase price of $11.5 million).

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [9]

---

Further
details regarding the purchase agreements entered into by the Company in respect
of these silver and gold interests can be found under the heading General
Development of the Business  Three Year History above, except for the
following interests which were entered into prior to the past three years:

San Dimas Transaction

On
October 15, 2004, the Company entered into a silver purchase agreement (the San
Dimas Silver Purchase Agreement) with Goldcorp Inc. (Goldcorp) to acquire an
amount equal to 100% of the silver produced by Goldcorps Luismin mining
operations in Mexico (owned at the date of the transaction) for a period of 25
years. The Luismin operations consisted primarily of the San Dimas mine (the
San Dimas mine) and Los Filos mine (the Los Filos mine).

On
August 6, 2010, Goldcorp completed the sale of the San Dimas mine to Primero
Mining Corp. (Primero). In conjunction with the sale, Silver Wheaton amended
its silver purchase agreement relating to the mine. The term of the silver
purchase agreement, as it relates to San Dimas, has been extended to the life of
mine. During the first four years following the closing of the transaction,
Primero will deliver to Silver Wheaton a per annum amount equal to the first 3.5
million ounces of payable silver produced at San Dimas and 50% of any excess,
plus Silver Wheaton will receive an additional 1.5 million ounces of silver per
annum to be delivered by Goldcorp. Beginning in the fifth year after closing,
Primero will deliver a per annum amount to Silver Wheaton equal to the first 6
million ounces of payable silver produced at San Dimas and 50% of any excess. In
addition, a per ounce cash payment of the lesser of $4.04 per ounce of silver
(subject to an annual inflationary adjustment) or the prevailing market price is
due, for silver delivered under the agreement. Goldcorp will continue to
guarantee the delivery by Primero of all silver produced and owing to the
Company until 2029. Primero has provided Silver Wheaton with a right of first
refusal on any metal stream or similar transaction it enters into.

According
to Primeros 2014 annual managements discussion and analysis (Primero's
MD&A), mined grades at
its San Dimas mine are expected to increase in 2015 as Primero begins to access
the higher-grade ore of the Victoria vein and moves toward mining at its current
gold reserve grade of 5.5 grams per tonne. Primero has indicated that it has
completed phase one of the expansion of San Dimas mill to 2,500 tonnes per day
during the first quarter of 2014 and in August 2014, announced the decision to
proceed with the expansion to 3,000 tonnes per day. The expansion is expected to
be completed by mid-2016.

See
Further Disclosure Regarding Mineral Projects on Material Properties  San
Dimas mine, Mexico for details regarding the San Dimas mine.

Los Filos Transaction

Silver
Wheaton has an agreement with Goldcorp to acquire 100% of the silver production
from its Los Filos mine in Mexico for a period of 25 years, commencing October
15, 2004. In addition, pursuant to Goldcorps sale of the San Dimas mine,
Goldcorp is obligated to deliver to Silver Wheaton 1.5 million ounces of silver
per annum until August 6, 2014 as noted under San Dimas Transaction above.

Zinkgruvan Mine

On
December 8, 2004, Silver Wheaton Caymans entered into an agreement with Lundin
Mining Corporation (Lundin) and Zinkgruvan Mining AB (Zinkgruvan AB) to
acquire 100% of the payable silver produced by Lundins Zinkgruvan mining
operations (the Zinkgruvan mine) in Sweden for the life of mine for the lesser
of $3.90 per ounce of silver (subject to an annual inflationary adjustment) and
the then prevailing market price per ounce of silver. Upfront consideration
payable to Zinkgruvan AB was approximately $77.9 million.

Yauliyacu Mine

On
March 23, 2006, Silver Wheaton Caymans entered into a silver purchase agreement
with Glencore International AG (Glencore) and Anani Investments Ltd. to
acquire an amount equal to 100% of the payable silver produced from Glencores
Yauliyacu mining operations (the Yauliyacu mine) in Perú, up to a maximum of
4.75 million ounces per year, for a period of 20 years commencing in March of
2006, for $3.90 per ounce of silver (subject to an annual inflationary
adjustment). In the event that silver sold and delivered to Silver Wheaton
Caymans in any year totals less than 4.75 million ounces, the amount sold to
Silver Wheaton Caymans in subsequent years will be increased to make up the cumulative shortfall, to the extent production permits. During
the term of the contract, Silver Wheaton Caymans has a right of first refusal on
any future sales of silver streams from the Yauliyacu mine and a right of first
offer on future sales of silver streams from any other mine owned by Glencore at
the time of the initial transaction.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [10]

---

See
Further Disclosure Regarding Mineral Projects on Material Properties 
Yauliyacu Mine, Perú for details regarding the Yauliyacu mine.

Peñasquito Mine

On
July 24, 2007, Silver Wheaton Luxembourg entered into a silver purchase
agreement (the Peñasquito Silver Purchase Agreement) with Goldcorp and Minera
Peñasquito, S.A. de C.V. (Minera Peñasquito), a wholly-owned subsidiary of
Goldcorp, pursuant to which Silver Wheaton Luxembourg agreed to purchase 25% of
the payable silver produced by Minera Peñasquito from the Peñasquito mine
located in Mexico (the Peñasquito mine) over its entire mine life, for upfront
consideration of $485 million, plus a payment equal to the lesser of $3.90 per
ounce of delivered silver (subject to an annual inflationary adjustment three
years after commercial production commences) and the then prevailing market
price per ounce of silver. Silver Wheaton Luxembourg and Silver Wheaton Caymans
entered into a back to back silver purchase agreement in respect of the
Peñasquito mine.

As
disclosed in Goldcorps 2014 annual managements discussion and analysis
(Goldcorps MD&A), permitting delays experienced in the first quarter of
2014 due to unanticipated additional regulatory requirements related to the
interconnection with the existing well fields, securing surface land access
rights, and additional permitting requirements by the environmental authority
deferred start-up of construction of the Northern Well Field (NWF) project at
the Peñasquito mine to mid-year 2014. Following receipt of initial permits and
finalizing the remaining construction contracts, construction on the NWF project
ramped up to full activity levels in the fourth quarter of 2014, with completion
anticipated around mid-year 2015. Activities to address the additional
regulatory requirements related to the interconnection to the existing well
field continue as planned. Contingency plans remain in place for fresh water
supply to the Peñasquito mine until the NWF is operational.

Goldcorp
has also reported that during 2014, the Peñasquito mine progressed with
pre-feasibility studies on two projects: to assess the potential for producing
saleable copper concentrate at the Peñasquito mine, the Concentrate Enrichment
Project (CEP), and to assess the viability of leaching a pyrite concentrate
from the zinc flotation tailings (Pyrite Leach). Goldcorp has reported that
successful implementation of one or both of these new process improvements has
the potential to significantly improve the overall economics and life of mine
duration, through the addition of another saleable product with the CEP, and
increasing gold and silver recoveries from Pyrite Leach.

Goldcorps
2014 annual information form discloses that a US Patent for the CEP was filed
during the first quarter of 2014 and that the pre-feasibility studies were
essentially complete at the end of 2014 and Goldcorp expects the projects to be
integrated as they enter the feasibility study phase which Goldcorp anticipates
by the end of the first quarter of 2015. Goldcorp expects the feasibility study
to be complete in early 2016.

Goldcorps
MD&A reported that the 2014 drilling program ended with a total of 23,058
metres drilled, with 1,185 metres drilled during the fourth quarter of 2014. The
exploration program continues to define the intersection of the copper-gold
sulphide rich skarn ore body and porphyry deposit located below and adjacent to
the diatreme ore body and is focused on a 200 metre spaced in-fill program.
Goldcorp reported that exploration activities during 2014 focused on the in-fill
of the vertical and horizontal size and extension of the skarn deposit where
intersections show continuity of a significant sized body of copper and gold.

As
disclosed in Goldcorps 2014 annual information form, in 2005, prior to
construction of the Peñasquito mine, an agreement was negotiated with the Cerro
Gordo Ejido for the use of 600 hectares (approximately 1,483 acres) of surface
land within the confines of the proposed Peñasquito mine site. These lands now
include 60% of the mine pit area, the waste rock facility and explosive magazine
storage area. The terms of the agreement were based on comparable surface
valuations in the region as well as on similar agreements at the Peñasquito mine
and other Mexican mining operations. In 2009, the Cerro Gordo Ejido commenced an
action against Minera Peñasquito in Mexicos agrarian courts challenging the
land use agreement. Following a series of legal proceedings, the agrarian courts
ruled on June 18, 2013, that the land use agreement was null and ordered the
land to be returned to the Cerro Gordo Ejido for payment of 2.4 million Mexican
pesos. Constitutional claims were filed in the First District Court of Zacatecas
by the Cedros and Mazapil Ejidos and a local transportation union. The State of
Zacatecas filed its own constitutional claim against the agrarian courts
ruling. Federal criminal charges were filed against the agrarian judge who
presided at the trial of first instance which started in 2009 and several members of a prior Cerro Gordo Ejido leadership
committee who originally approved the land use agreement. The Attorney General
issued an assurance measure protecting the status of the disputed lands
pending conclusion of the related criminal investigation. The assurance measure
granted Minera Peñasquito sole custody of the disputed lands. Goldcorp filed
with the office of the SEDATU documentation to expropriate the disputed lands.
As further disclosed in Barricks 2014 annual information form, settlement
discussions facilitated by the Mexican federal government commenced in June 2014
and in March 2015 a definitive settlement agreement was reached fully resolving
the dispute and concurrently, Minera Penasquito and the Cerro Gordo Ejido
entered into a new thirty year surface land use agreement for the 600 hectares.
Goldcorp has confirmed that both the settlement agreement and new surface land
use agreement have been ratified by the agrarian court.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [11]

---

See
Further Disclosure Regarding Mineral Projects on Material Properties -
Peñasquito Mine, Mexico for details regarding the Peñasquito mine.

Stratoni Mine

On
April 23, 2007, Silver Wheaton Caymans entered into a silver purchase agreement
with European Goldfields Limited (European Goldfields), which was acquired by
Eldorado Gold Corporation on February 24, 2012, and Hellas Gold S.A. (Hellas
Gold), a 95%-owned subsidiary of European Goldfields, pursuant to which Silver
Wheaton Caymans agreed to purchase 100% of the payable silver produced by Hellas
Gold from the Stratoni mine (the Stratoni mine) located in Greece over its
entire mine life, for an upfront cash payment of $57.5 million, plus a payment
equal to the lesser of $3.90 per ounce of delivered silver (subject to an annual
inflationary adjustment after April 23, 2010) and the then prevailing market
price per ounce of silver. During the term of the contract, Silver Wheaton
Caymans has a right of first refusal on any future sales of silver streams from
any other mine owned by Hellas Gold or European Goldfields.

Keno Hill Mines

On
October 2, 2008, the Company entered into a silver purchase agreement with
Alexco Resource Corp. (Alexco) and Elsa Reclamation & Development Company
Ltd. and Alexco Keno Hill Mining Corp. (formerly called Alexco Resource Canada
Corp.), each of which are wholly-owned subsidiaries of Alexco, pursuant to which
the Company agreed to pay, subject to the completion of certain conditions, an
upfront cash payment of $50 million in order to acquire 25% of all payable
silver produced from the Keno Hill district, including the currently producing
Bellekeno mine in the Yukon Territory, Canada (the Keno Hill mines), over its
entire mine-life, for the lesser of $3.90 (subject to an annual inflationary
adjustment beginning in year four after the achievement of specific operating
targets) and the then prevailing market price per ounce of delivered silver.
Silver Wheaton is not required to contribute to further capital or exploration
expenditures and Alexco has provided a completion guarantee with certain minimum
production criteria by specific dates.

On
June 6, 2014, the Company amended its silver purchase agreement with Alexco to
increase the production payment to be a function of the silver price at the time
of delivery. In addition, the area of interest was expanded to include
properties currently owned by Alexco and properties acquired by Alexco in the
future which fall within a one kilometre radius of existing Alexco holdings in
the Keno Hill Silver District. The amended agreement is conditional on Alexco
paying Silver Wheaton $20 million by December 31, 2015, and Silver Wheaton
buying $5 million of Alexco shares if Alexco completed an offering of $10
million or more before December 31, 2014 to fund the payment to Silver Wheaton.

Campo Morado Mine

On
May 13, 2008, Silver Wheaton Caymans entered into a silver purchase agreement
with Nyrstar Mining Ltd. (formerly called Farallon Mining Ltd. and prior to that
Farallon Resources Ltd.) (Nyrstar) and Nyrstar Resources (Barbados) Ltd.
(formerly called Farallon Resources (Barbados) Ltd.), which are subsidiaries of
Nyrstar NV as a result of Nyrstar NVs acquisition of Farallon Mining Ltd. (as
it was then named) in January 2011. Under the terms of the silver purchase
agreement, Silver Wheaton Caymans agreed to pay, subject to the completion of
certain conditions, an upfront cash payment of $80 million in order to acquire
75% of payable silver produced by the Campo Morado property in Mexico (the
Campo Morado mine), over its entire mine-life, for the lesser of $3.90
(subject to an annual adjustment beginning in year four after production
commences) and the then prevailing market price per ounce of delivered silver.
The upfront payment was made on a drawdown basis to fund ongoing capital
expenditures at the Campo Morado mine.

As
per Nyrstar's third quarter 2014 MD&A, there has been a continuing reduction
of ore grades at Campo Morado as the G9 orebody nears exhaustion and the mine
begins treating the remaining ore bodies, which have lower overall grades than
G9. On December 31, 2014, Silver Wheaton Caymans reached an agreement with
Nyrstar resulting in the cancellation of the silver purchase agreement relating to Campo Morado in
exchange for cash consideration of $25 million payable on or before January 31,
2015. As part of this agreement, Silver Wheaton will be entitled to 75% of the
silver contained in concentrate produced at the Campo Morado mine on or prior to
December 31, 2014, and will be granted a five year right of first refusal on any
silver streaming or royalty transaction in relation to any Nyrstar group
property, globally. The $25 million payment was received by Silver Wheaton
Caymans on January 30, 2015.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [12]

---

As
at December 31, 2014, the Company has received approximately 4.5 million ounces
of silver related to the Campo Morado mine under the agreement, generating
cumulative operating cash flows of approximately $95.3 million in addition to
the termination payment of $25 million, as compared to an original upfront cash
payment of $79.3 million.

Mineral Park Mine

On
March 17, 2008, Silver Wheaton Caymans entered into a silver purchase agreement
with Mercator Minerals Ltd. (Mercator) and Mercator Minerals (Barbados) Ltd.,
a wholly-owned subsidiary of Mercator, pursuant to which Silver Wheaton Caymans
agreed to pay, subject to the completion of certain conditions, an upfront cash
payment of $42 million in order to acquire 100% of the payable silver produced
by the Mineral Park mine in the United States (the Mineral Park mine), over
its entire mine-life, for the lesser of $3.90 (subject to an annual adjustment
beginning three years after a minimum production level has been met) and the
then prevailing market price per ounce of delivered silver. Pursuant to an
amendment to the silver purchase agreement, Mercator exercised its option to
defer delivery of 50% of the required silver deliveries for one year starting
July 1, 2013. All deferred silver will be delivered in equal installments over
18 months after the one year deferral period. Mercator will compensate Silver
Wheaton Caymans for any shortfall arising from a decrease in the silver spot
price between the time of the original delivery date and the date of actual
delivery, including a 12% annualized interest rate. The amendment also grants
Silver Wheaton a right of first refusal on any future precious metals streams
relating to the El Creston project. On December 12, 2013, Mercator announced
that they had entered a plan of arrangement with Intergeo MMC Ltd. to combine
and create a new copper focused metals company. Mercator has indicated that it
is anticipated that the plan of arrangement transaction will complete in the
second quarter of 2014.

On
August 26, 2014, Mercator disclosed that they had filed a Notice of Intention
(NOI) under the Canadian Bankruptcy and Insolvency Act (BIA), with the NOI
being the first stage of a restructuring process under the BIA. On September 5,
2014, Mercator was deemed to have filed an assignment in bankruptcy. In
addition, on August 26, 2014, four of Mercators subsidiaries (including Mineral
Park Inc. the owner of the Mineral Park mine) filed Chapter 11 bankruptcy
petitions in the United States.

On
November 4, 2014, the United States Bankruptcy Court for the District of
Delaware approved a settlement agreement among Silver Wheaton, the four Mercator
United States subsidiaries in bankruptcy and their secured lenders. Under the
settlement agreement, a portion of the sale proceeds from the sale of the
Mineral Park mine and assets is to be paid to Silver Wheaton and Silver Wheaton
retains the right to proceed against Mercator, the Canadian parent company, as
guarantor under the stream. In return for these agreements, the settlement
provides for the termination of any claim Silver Wheaton may have against the
Mineral Park mine. As of December 31, 2014, Silver Wheaton had not received any
payments under the settlement agreement. The amount of any recoveries by Silver
Wheaton under the settlement agreement and the ultimate outcome and recoveries
from the Canadian bankruptcy proceedings are uncertain.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [13]

---

Pascua-Lama Project

On
September 8, 2009, the Company entered into a silver purchase agreement (the
Pascua-Lama Silver Purchase Agreement) with Barrick Gold Corporation
(Barrick) pursuant to which the Company agreed to purchase an amount of silver
equivalent to 25% of the life of mine silver production from Barricks
Pascua-Lama project (the Pascua-Lama project) located on the border of Chile
and Argentina, as well as an amount of silver equivalent to 100% of the silver
production from its Lagunas Norte mine (the Lagunas Norte mine) and Pierina
mine (the Pierina mine), which are both located in Perú, and its Veladero mine
(the Veladero mine) (Silver Wheatons attributable silver production is
subject to a maximum of 8% of the silver contained in the ore processed at the
Veladero mine during the period), which is located in Argentina, until the end
of 2015 (the Barrick Transaction). The Company will make total upfront cash
payment to Barrick of $625 million (the Upfront Payment). In addition, per
ounce cash payments of the lesser of $3.90 (subject to an annual inflationary
adjustment starting three years after achieving project completion at
Pascua-Lama) and the prevailing market price is due for silver delivered under
the Pascua-Lama Silver Purchase Agreement.

During
the fourth quarter of 2013 Barrick announced the temporary suspension of
construction activities at its Pascua-Lama project located on the border of
Chile and Argentina, other than those required for environmental and regulatory
compliance. During 2014, the project was placed on care and maintenance.

In
Barricks 2014 annual information form, Barrick states that they are currently
engineering the permanent water management system and assessing the permitting
requirements for construction with Chilean regulators. Barrick also states that
the engineering studies indicate that an increase in the capacity of the water
management system may be required above the volume approved in the projects
Chilean environmental approval. Barrick indicates that it expects to commence
the permitting process for the new water management system in mid-2015,. Barrick
has stated that a decision to re-start development of the Pascua-Lama project
will depend on improved economics and more certainty regarding legal and
permitting matters.

As
a result of Barricks decision to temporarily suspend construction activities at
the Pascua-Lama project, and the various amendments to the Pascua-Lama Silver
Purchase Agreement, Silver Wheaton Caymans is now entitled to 100% of the silver
production from Barricks Lagunas Norte mine, Pierina mine (now in closure) and
Veladero mine until the earlier of April 1, 2018 and the date Barrick satisfies
the completion test. As part of the original agreement, Barrick provided the
Company with a completion guarantee, requiring Barrick to complete the Pascua
Lama project to at least 75% design capacity by December 31, 2015, which was
subsequently extended to December 31, 2016. Silver Wheaton Caymans has agreed to
extend the completion test deadline an additional 41/2 years to June 30, 2020.
If the requirements of the completion test have not been satisfied by the
revised outside completion date, the agreement may be terminated by Silver
Wheaton Caymans. In such an event, Silver Wheaton Caymans will be entitled to
the return of $625 million less a credit for silver delivered up to that date.
Barrick has also granted Silver Wheaton Caymans a five year right of first
refusal on any further metal stream sales in connection with the Pascua-Lama
project, where more than 50% of the value is derived from silver. In 2013
Barrick initiated the closure of its Pierina mine.

If,
after Barrick satisfies the requirements of the completion test, certain
political events occur in Argentina or Chile, including an expropriation of any
part of the Pascua-Lama project, the selective and discriminatory imposition of
any law or war or insurrection, that results in Barrick losing all or
substantially all of the rights, privileges or benefits pertaining to any part
of the Pascua-Lama project, then Silver Wheatons entitlement to silver
production from that part of the Pascua-Lama project will be suspended until the
political event ceases.

If,
after Barrick satisfies the requirements of the completion test, certain
political events occur in Argentina or Chile that would reduce Barricks
economic value of its investment in the Pascua-Lama project by more than 50%,
then Silver Wheatons entitlement to silver production from the Pascua Lama
project and the uncredited balance of the Upfront Payment will be reduced to
reflect the reduction of Barricks economic value of its investment in the
Pascua-Lama project, until the political event ceases. If the political event
continues for the term of the transaction, then Silver Wheatons entitlement to
the repayment of the uncredited balance of the Upfront Payment will be reduced
to reflect the suspension of silver sales from the affected portion of the
Pascua-Lama project.

If,
after Barrick satisfies the requirements of the completion test, any of
Barricks subsidiaries that own any part of the Pascua-Lama project becomes
insolvent or bankrupt, or Barricks lenders exercise or enforce any security
granted to them that results in Barrick losing all or substantially all of the
rights, privileges or benefits pertaining to the Pascua-Lama project, then the
transaction will terminate and Silver Wheaton will be entitled to an immediate
repayment of the uncredited balance of the Upfront Payment.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [14]

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If
Silver Wheaton fails to pay any portion of the Upfront Payment to Barrick, then
Barrick may terminate Silver Wheatons obligation to make any further payments
of the Upfront Payment and reduce the amount of the Upfront Payment already paid
to Barrick by the lesser of 20% of the amount already paid or $50 million.
Following any such reduction, Barrick will continue to sell silver to Silver
Wheaton in accordance with the terms of the transaction until the amount of
silver sold to Silver Wheaton equals the reduced amount of the Upfront Payment,
after which the transaction will terminate.

Barricks
2014 annual information form states that it expects 2015 Veladero production to
be down compared to 2014 production levels as a result of lower grade from the
Federico pit. Barrick states that at Veladero there are a number of initiatives
under way to reduce operating costs. Barrick also states that Veladero continues
to be subject to restrictions that affect the amount of leach solution.
Barricks 2014 annual managements discussion and analysis (Barricks
MD&A) states that new government regulations set a level limit for the
leach solution pond, reducing storage capacity, impacting operational capacity
to manage solution balance and reducing leaching kinetics, as ore has to be
placed on upper levels of the leach pad to maintain pond level.

Barricks
2014 annual information form disclosed that on December 30, 2014, the Chilean
Supreme Court declined to consider Barricks appeal of an Environmental Court
decision regarding sanctions imposed on the Pascua-Lama project in Chile in May
2013 by that countrys environmental regulator (known as the SMA). It further
disclosed that as a result of the ruling, the SMA will now re-evaluate the
approximately $16 million administrative fine it previously imposed on the
Pascua-Lama project for deviations from certain requirements of the Pascua-Lama
projects Chilean environmental approval in 2013. Barrick has stated that a new
resolution from the SMA is pending and could include more severe sanctions
against the Pascua- Lama project such as a material increase in the amount of
the fine above the approximately $16 million imposed by the SMA in May 2013
and/or the revocation of the Pascua-Lama projects environmental permit.

Barricks
2014 annual information form disclosed that on September 30, 2010, the National
Law on Minimum Requirements for the Protection of Glaciers was enacted in
Argentina, and came into force in early November 2010. Barrick notes that the
federal law bans new mining exploration and exploitation activities on glaciers
and in the peri-glacial environment, and subjects ongoing mining activities to
an environmental audit. If such audit identifies significant impacts on glaciers
and the peri-glacial environment, the relevant authority is empowered to take
action, which according to the legislation could include the suspension or
relocation of the activity. In the case of the the Pascua-Lama project, the
competent authority is the Province of San Juan. Barrick notes that in late
January 2013, the Province announced that it had completed the required
environmental audit, which concluded that Pascua-Lama project has not impacted
glaciers or peri- glaciers. Barrick states that Barrick has challenged the
constitutionality of the federal glacier law before the National Supreme Court
of Argentina, which has not yet ruled on the issue. Barrick disclosed that on
October 27, 2014, Barrick submitted its response to a motion by the federal
government to dismiss the constitutional challenge to the federal glacier law on
standing grounds and that a decision on the motion is pending. Barrick indicates
that if the federal governments arguments with respect to standing are accepted
then the case will be dismissed. If they are not accepted then the National
Supreme Court of Argentina will proceed to hear evidence on the merits.

Barricks
2014 annual information form disclosed that in June 2013, a group of local
farmers filed an environmental damage claim against Compañía Minera Nevada
(CMN), Barricks Chilean subsidiary that holds the Chilean portion of the
Pascua-Lama project in the Environmental Court, alleging that CMN has damaged
glaciers located in the Pascua-Lama project area. The plaintiffs sought a court
order requiring CMN to remedy the alleged damage and implement measures to
prevent such environmental impact from continuing, including by halting
construction of the Pascua-Lama project in Chile. On March 23, 2015, the
Environmental Court ruled in favour of CMN, finding that the Pascua-Lama project
has not damaged glaciers in the the project area. The plaintiffs may appeal the
Environmental Courts decision to the Chilean Supreme Court. Barrick has
indicated that it intends to continue to defend this matter vigorously.

See
Further Disclosure Regarding Mineral Projects on Material Properties
Pascua-Lama Project, Border of Chile and Argentina for details regarding the
Pascua-Lama project.

Silverstone Acquisition

On
May 21, 2009, the Company completed the acquisition of all of the outstanding
common shares of Silverstone Resources Corp. (Silverstone) by way of a
statutory plan of arrangement. Each common share of Silverstone was exchanged
for 0.185 of a Common Share, resulting in the issuance of approximately 23.4
million Common Shares. The following interests were acquired as a result of the
acquisition of Silverstone:

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [15]

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Minto
Mine  A precious metal purchase agreement to acquire 100% of the silver
produced from the Minto mine (the Minto mine) in Canada, owned by Capstone
Mining Corp. (Capstone) and 100% of the first 30,000 ounces of gold produced
per annum and 50% thereafter for the lesser of $3.90 per ounce of silver and
$300 per ounce of gold (subject to an annual inflationary adjustment after three
years) and the then prevailing market price per ounce of silver or gold. If gold
production from the Minto mine exceeds 30,000 ounces per year, the Company has
committed to purchase 50% of the amount that production exceeds those thresholds
for the same per ounce payment noted above.

Cozamin
Mine  A silver purchase agreement to acquire 100% of the silver produced
from the Cozamin mine (the Cozamin mine) in Mexico, owned by Capstone until
2017 for the lesser of $4.00 (subject to an annual inflationary adjustment after
three years) and the then prevailing market price per ounce of silver.

Neves-Corvo
Mine  A silver purchase agreement to acquire 100% of the silver produced
from the Neves-Corvo mine (the Neves-Corvo mine) in Portugal, owned by Lundin
Mining Corporation for the life of mine (nominal term of 50 years) for the
lesser of $3.90 (subject to an annual inflationary adjustment after three years)
and the then prevailing market price per ounce of silver.

Aljustrel
Mine  A silver purchase agreement to acquire 100% of the silver produced
from the Aljustrel mine (the Aljustrel mine) in Portugal, owned by IM SGPS
for the life of mine (nominal term of 50 years) for the lesser of $3.90 (subject
to an annual inflationary adjustment after three years) and the then prevailing
market price per ounce of silver. As part of an agreement with IM SGPS dated
July 16, 2014, Silver Wheaton agreed to waive its rights to silver contained in
copper concentrate at the Aljustrel mine. The Company has not waived its rights
to the silver contained in zinc concentrate.

Loma
de La Plata Project  A debenture with Pan American Silver Corp. (Pan
American) (formerly with Aquiline Resources Inc.) convertible into an agreement
to purchase 12.5% of the life of mine silver production from the Loma de La
Plata (the Loma de La Plata project) zone of the Navidad project in Argentina.
On February 25, 2010, the Company elected to convert the debenture with Pan
American into an agreement to acquire an amount equal to 12.5% of the life of
mine silver production from the Loma de La Plata project. As such, Silver
Wheaton will make total upfront cash payments of $32.4 million following the
satisfaction of certain conditions, including Pan American receiving all
necessary permits to proceed with the mine construction. In addition, a per
ounce cash payment of the lesser of $4.00 per ounce and the prevailing market
price is due for silver delivered under the agreement. The terms of the
definitive precious metal purchase agreement continue to be negotiated.

Rosemont Transaction

On
February 10, 2010, the Company entered into an agreement with Augusta Resource
Corporation (Augusta) to acquire an amount equal to 100% of the life of mine
silver and gold production from its Rosemont copper project (the Rosemont
project) located in Pima County, Arizona. The payable rate for silver and gold
has been fixed at 92.5% of production. Silver Wheaton will make total upfront
cash payments of $230 million, payable on an instalment basis to partially fund
construction of the mine, once certain milestones are achieved, including the
receipt of key permits and securing the necessary financing to complete
construction of the Rosemont project. In addition, a per ounce cash payment of
the lesser of $3.90 per ounce of silver and $450 per ounce of gold (both subject
to an inflationary adjustment) or the prevailing market price is due, for silver
and gold delivered under the agreement.

Sales of Principal Product

There
is a worldwide silver and gold market into which the Company can sell the silver
and gold purchased under the precious metal purchase agreements and, as a
result, the Company will not be dependent on a particular purchaser with regard
to the sale of the silver or gold that it acquires pursuant to its precious
metal purchase agreements. The silver in concentrate from the Zinkgruvan mine,
the Stratoni mine and the Neves-Corvo mine and the silver and gold from the
Minto mine is purchased from the Company by various smelters and off-takers at
the worldwide market price for silver and gold.

Competitive Conditions

The
Company is the largest precious metals streaming company in the world. The
ability of the Company to acquire additional precious metals in the future will
depend on its ability to select suitable properties and enter into similar
precious metal purchase agreements. See Description of the Business  Risk
Factors  Competition.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [16]

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Operations

Raw Materials

The Company purchases silver and/or gold pursuant to the purchase agreements
described under Description of the Business  Principal Product.

Employees

Currently,
the Company and its subsidiaries have an aggregate of 33 employees.

Foreign Interests

The
Company currently purchases or expects to be purchasing silver and/or gold from
mines in Mexico, the United States, Brazil, Greece, Sweden, Perú, Chile,
Argentina, Portugal and Guyana. Any changes in legislation, regulations or
shifts in political attitudes in such foreign countries are beyond the control
of the Company and may adversely affect its business. The Company may be
affected in varying degrees by such factors as government legislation and
regulations (or changes thereto) with respect to the restrictions on production,
export controls, income and other taxes, expropriation of property, repatriation
of profits, environmental legislation, land use, water use, land claims of local
people and mine safety. The effect of these factors on the Company cannot be
accurately predicted. See Description of the Business  Risk Factors  Risks
relating to the Mining Operations  International Operations.

Environmental and Susatainability Policies

Under its environmental and sustainability policy, the Company is committed to
the protection of life, health and the environment for present and future
generations. The Company has committed to provide its employees with resources
to, among other things, promote the development and implementation of effective,
realistic systems to minimize risks to health, safety and the environment and to
use the best technologies to continuously improve the safe, efficient use of
resources, processes and materials.

Risk Factors

The
operations of the Company are speculative due to the nature of its business
which is the purchase of silver and/or gold production from producing mining
companies. These risk factors could materially affect the Companys future
operating results and could cause actual events to differ materially from those
described in forward-looking statements relating to the Company. The risks
described herein are not the only risks facing the Company. Additional risks and
uncertainties not currently known to the Company, or that the Company currently
deems immaterial, may also materially and adversely affect its business.

Risks Relating to the Company

Commodity Prices

The
price of the Common Shares and the Companys financial results may be
significantly and adversely affected by a decline in the price of silver or
gold. The price of silver and gold fluctuates widely, especially in recent
years, and is affected by numerous factors beyond the Companys control,
including but not limited to, the sale or purchase of silver and gold by various
central banks and financial institutions, interest rates, exchange rates,
inflation or deflation, fluctuation in the value of the United States dollar and
foreign currencies, global and regional supply and demand, and the political and
economic conditions of major silver and gold producing countries throughout the
world. The silver and gold markets tend to be cyclical, and a general downturn
could result in a significant decrease in the Companys revenue. Any such price
decline may have a material adverse effect on the Company.

In
the event that the prevailing market price of silver or gold is at or below the
price at which the Company can purchase such commodities pursuant to the terms
of the precious metals purchase agreements, the Company will not generate
positive cash flow or earnings.

Silver
and gold are by-product metals at all of the Mining Operations, other than at
the Keno Hill district, including the Bellekeno mine in the Yukon Territory,
Canada, the Loma de La Plata zone of the Navidad project in Argentina and the Toroparu project located in Guyana, and
therefore, the economic cut-off applied to the reporting of silver and gold
reserves and resources will be influenced by changes in the commodity prices of
other metals at the mines.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [17]

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Risks Relating to the Mining Operations

To
the extent that they relate to the production of silver or gold from, or the
continued operation of, the Mining Operations, the Company will be subject to
the risk factors applicable to the operators of such mines or projects, some of
which are set forth below under Risks Relating to the Mining Operations.

No Control Over Mining Operations

The
Company has agreed to purchase a certain percentage of the silver and/or gold
produced by the Mining Operations. The Company is not directly involved in the
ownership or operation of mines and has no contractual rights relating to the
operation of the Mining Operations. The owners and operators will generally have
the power to determine the manner in which the relevant properties subject to
the asset portfolio are exploited, including decisions to expand, advance,
continue, reduce, suspend or discontinue production from a property and
decisions about the marketing of products extracted from the property. The
interests of the Company and the operators of the relevant properties may not
always be aligned. As a result, the cash flows of the Company are dependent upon
the activities of third parties, which creates the risk that at any time those
third parties may: (i) have business interests or targets that are inconsistent
with those of the Company; (ii) take action contrary to the Companys policies
or objectives; (iii) be unable or unwilling to fulfill their obligations under
their agreements with the Company; or (iv) experience financial, operational or
other difficulties, including insolvency, which could limit a third partys
ability to perform its obligations under the precious metal purchase agreements.
At any time, any of the operators of the Mining Operations may decide to suspend
or discontinue operations, including if the costs to operate the mine exceed the
revenues from operations. Except in limited circumstances, the Company will not
be entitled to any material compensation if such operations do not meet their
forecasted silver or gold production targets in any specified period or if the
operations shut down, suspend or discontinue on a temporary or permanent basis.
There can be no assurance that the silver or gold production from such
properties will ultimately meet forecasts or targets. In addition, payments from
production generally flow through the operator and there is a risk of delay and
additional expense in receiving such revenues. The Precious Metal Purchase
Agreement payments are calculated by the operators based on reported production
and calculations of the Companys payments are subject to, and dependent upon,
the adequacy and accuracy of the operators production and accounting functions.
Failure to receive payments under the Precious Metal Purchase Agreement to which
the Company is entitled may have a material adverse effect on the Company. In
addition, the Company must rely on the accuracy and timeliness of the public
disclosure and other information it receives from the owners and operators of
the Mining Operations, and uses such information, including production
estimates, in its analyses, forecasts and assessments relating to its own
business. If the information provided by such third parties to the Company
contains material inaccuracies or omissions, the Companys ability to accurately
forecast or achieve its stated objectives may be materially impaired.

Taxes

A
significant portion of the Companys operating profit is derived from its
subsidiaries, Silver Wheaton Caymans which is incorporated and operated in the
Cayman Islands and historically, Silverstone Resources (Barbados) Corp., which
was incorporated and operated in Barbados, such that the Companys profits are
subject to low income tax.

The
introduction of new tax laws, regulations or rules, or changes to, or differing
interpretation of, or application of, existing tax laws, regulations or rules in
Canada, the Cayman Islands, Barbados, Luxembourg, the Netherlands or any of the
countries in which the Mining Operations are located, or to which shipments of
silver or gold are made, could result in an increase in the Companys taxes, or
other governmental charges, duties or impositions. No assurance can be given
that new tax laws, regulations or rules will not be enacted or that existing tax
laws, regulations or rules will not be changed, interpreted or applied in a
manner which could result in the Companys profits being subject to additional
taxation or which could otherwise have a material adverse effect on the Company.

Due
to the size, complexity and nature of the Companys operations, various legal
and tax matters are outstanding from time to time, including an audit by the CRA
of the Companys international transactions covering the 2005 to 2010 taxation
years, which is currently ongoing. The Company has not received any notice of
reassessment for the 2005 to 2010 taxation years in connection with the audit.
In the event that the CRA issues one or more notices of reassessment for
material amounts of tax, interest and penalties, the Company is prepared to
vigorously defend its position. If the Company is unable to resolve any of these matters favourably, or if the
CRA issues one or more notices of reassessment for material amounts of tax,
interest and penalties, there may be a material adverse effect on the Company.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [18]

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Credit and Liquidity Risk

The
Company is exposed to counterparty risks and liquidity risks including, but not
limited to: (i) through the companies with which the Company has Precious Metal
Purchase Agreements; (ii) through financial institutions that hold the Companys
cash and cash equivalents; (iii) through companies that have payables to the
Company, including concentrate customers; (iv) through the Companys insurance
providers; and (v) through the Companys lenders. The Company is also exposed to
liquidity risks in meeting its operating expenditure requirements in instances
where cash positions are unable to be maintained or appropriate financing is
unavailable. These factors may impact the ability of the Company to obtain loans
and other credit facilities in the future and, if obtained, on terms favourable
to the Company. If these risks materialize, the Companys operations could be
adversely impacted and the trading price of the Common Shares could be adversely
affected.

Hedging Risk

The
Company has a policy that permits hedging its foreign exchange and interest rate
exposures to reduce the risks associated with currency and interest rate
fluctuations. The Company also has adopted a policy to allow the forward sale of
forecast silver and gold deliveries provided that such sales shall not extend
beyond the end of a financial quarter of the Company.

Hedging
involves certain inherent risks including: (a) credit risk  the risk that the
creditworthiness of a counterparty may adversely affect its ability to perform
its payment and other obligations under its agreement with the Company or
adversely affect the financial and other terms the counterparty is able to offer
the Company; (b) market liquidity risk  the risk that the Company has entered
into a hedging position that cannot be closed out quickly, by either liquidating
such hedging instrument or by establishing an offsetting position; and (c)
unrealized fair value adjustment risk  the risk that, in respect of certain
hedging products, an adverse change in market prices for commodities, currencies
or interest rates will result in the Company incurring losses in respect of such
hedging products as a result of the hedging products being out-of-the money on
their settlement dates.

There
is no assurance that a hedging program designed to reduce the risks associated
with foreign exchange/currency, interest rate or commodity fluctuations will be
successful. Although hedging may protect the Company from adverse changes in
foreign exchange/currency, interest rate or commodity fluctuations, it may also
prevent the Company from fully benefitting from positive changes.

Competition

The
Company competes with other companies for precious metal purchase agreements and
similar transactions. Some of these companies may possess greater financial and
technical resources than the Company. Such competition may result in the Company
being unable to enter into desirable Precious Metal Purchase Agreements or
similar transactions, to recruit or retain qualified employees or to acquire the
capital necessary to fund its Precious Metal Purchase Agreements. Existing or
future competition in the mining industry could materially adversely affect the
Companys prospects for entering into additional precious metal purchase
agreements in the future.

Acquisition Strategy

As
part of the Companys business strategy, it has sought and will continue to seek
new exploration, mining and development opportunities in the resource industry.
In pursuit of such opportunities, the Company may fail to select appropriate
acquisition candidates or negotiate acceptable arrangements, including
arrangements to finance acquisitions or integrate the acquired businesses and
their personnel into the Company. The Company cannot assure that it can complete
any acquisition or business arrangement that it pursues or is pursuing, on
favourable terms, or that any acquisitions or business arrangements completed
will ultimately benefit the Company.

In
the event that the Company chooses to raise debt capital to finance any
acquisition, the Companys leverage will be increased. In addition, if the
Company chooses to complete an equity financing to finance any acquisition,
shareholders may suffer dilution.

In
addition, the introduction of new tax laws or regulations, or accounting rules
or policies, or rating agency policies, or changes to, or differing
interpretations of, or application of, existing tax laws or regulations or
accounting rules or policies, could make Precious Metal Purchase Agreements less
attractive to counterparties. Such changes could adversely affect the Companys
ability to enter into new precious metal purchase agreements.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [19]

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Market Price of the Common Shares

The
Common Shares are listed and posted for trading on the TSX and on the NYSE. An
investment in the Companys securities is highly speculative and the price of
the Common Shares has fluctuated significantly in the past. Securities of
companies involved in the resource industry have experienced substantial
volatility in the past, often based on factors unrelated to the financial
performance or prospects of the companies involved, including macroeconomic
developments globally and market perceptions of the attractiveness of particular
industries. The price of the Common Shares is also likely to be significantly
affected by short-term changes in silver and gold prices, the Companys
financial condition or results of operations as reflected in its quarterly
earnings reports, currency exchange fluctuations and the other risk factors
identified herein.

Equity Price Risk

The
Company is exposed to equity price risk as a result of holding long- term
investments in other exploration and mining companies. Just as investing in the
Company is inherent with risks such as those set out in this Annual Information
Form, by investing in these other companies, the Company is exposed to the risks
associated with owning equity securities and those risks inherent in the
investee companies. The Company does not actively trade these investments.

Dividend Policy

The
declaration, timing, amount and payment of dividends is at the discretion of the
Companys Board of Directors and will depend upon the Companys future earnings,
cash flows, acquisition capital requirements and financial condition, and other
relevant factors. There can be no assurance that the Company will continue to
declare a dividend on a quarterly, annual or other basis.

Dependence Upon Key Management Personnel

The
Company is dependent on the services of a small number of key executives who are
highly skilled and experienced. The loss of these persons or the Companys
inability to attract and retain additional highly skilled employees may
adversely affect its business and future operations.

Litigation

The
Company is from time to time involved in various claims, legal proceedings and
disputes arising in the ordinary course of business. If the Company is unable to
resolve these disputes favourably, it may have a material adverse effect on the
Company.

Unknown Defects and Impairments

A
defect in a streaming transaction and/or a Precious Metal Purchase Agreement may
arise to defeat or impair the claim of the Company to such streaming
transaction, which may have a material adverse effect on the Company. It is
possible that material changes could occur that may adversely affect
managements estimate of the carrying value of the Precious Metal Purchase
Agreements. For example, during 2014, the Company reviewed the carrying value of
its Precious Metal Purchase Agreements and recognized impairment charges of
$68.2 million in respect of the Campo Morado and Mineral Park silver purchase
agreements. Any impairment estimates, which are based on applicable key
assumptions and sensitivity analysis, are based on managements best knowledge
of the amounts, events or actions at such time, and the actual future outcomes
may differ from any estimates that are provided by the Company. Any impairment
charges on the Companys carrying value in the Precious Metal Purchase
Agreements could have a material adverse effect on the Company.

The Company may fail to achieve and maintain the adequacy
of internal control over financial reporting pursuant to the requirements of the
Sarbanes- Oxley Act

The
Company documented and tested during its most recent fiscal year, its internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act (SOX). SOX requires an annual assessment by management of the effectiveness of the Companys internal
control over financial reporting and an attestation report by the Companys
independent auditors addressing this assessment. The Company may fail to achieve
and maintain the adequacy of its internal control over financial reporting as
such standards are modified, supplemented, or amended from time to time, and the
Company may not be able to ensure that it can conclude on an ongoing basis that
it has effective internal controls over financial reporting in accordance with
Section 404 of SOX. The Companys failure to satisfy the requirements of Section
404 of SOX on an ongoing, timely basis could result in the loss of investor
confidence in the reliability of its financial statements, which in turn could
harm the Companys business and negatively impact the trading price of the
Common Shares or market value of its other securities. In addition, any failure
to implement required new or improved controls, or difficulties encountered in
their implementation, could harm the Companys operating results or cause it to
fail to meet its reporting obligations. There can be no assurance that the
Company will be able to remediate material weaknesses, if any, identified in
future periods, or maintain all of the controls necessary for continued
compliance, and there can be no assurance that the Company will be able to
retain sufficient skilled finance and accounting personnel. Future acquisitions
of companies, if any, may provide the Company with challenges in implementing
the required processes, procedures and controls in its acquired operations.
Future acquired companies, if any, may not have disclosure controls and
procedures or internal control over financing reporting that are as thorough or
effective as those required by securities laws currently applicable to the
Company.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [20]

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No
evaluation can provide complete assurance that the Companys internal control
over financial reporting will detect or uncover all failures of persons within
the Company to disclose material information otherwise required to be reported.
The effectiveness of the Companys control and procedures could also be limited
by simple errors or faulty judgments. In addition, as the Company continues to
expand, the challenges involved in implementing appropriate internal controls
over financial reporting will increase and will require that the Company
continue to improve its internal controls over financial reporting. The Company
cannot be certain that it will be successful in complying with Section 404 of
SOX.

Risks Relating to the Mining Operations

Governmental Regulations

The
Mining Operations are subject to extensive laws and regulations governing
exploration, development, production, exports, taxes, labour standards, waste
disposal, protection and remediation of the environment, reclamation, historic
and cultural resources preservation, mine safety and occupation health,
handling, storage and transportation of hazardous substances and other matters.
The costs of discovering, evaluating, planning, designing, developing,
constructing, operating and closing the Mining Operations in compliance with
such laws and regulations are significant. It is possible that the costs and
delays associated with compliance with such laws and regulations could become
such that the owners or operators of the Mining Operations would not proceed
with the development of or continue to operate a mine. Moreover, it is possible
that future regulatory developments, such as increasingly strict environmental
protection laws, regulations and enforcement policies thereunder, and claims for
damages to property and persons resulting from the Mining Operations could
result in substantial costs and liabilities for the owners or operators of the
Mining Operations in the future such that they would not proceed with the
development of, or continue to operate, a mine.

With
respect to the Argentinean federal glacier protection law and other
environmental matters relating to the Pascua-Lama project, see Description of
the Business  Pascua-Lama Project, Border of Chile and Argentina  Environment
in this Annual Information Form. See also Peñasquito mine in this Annual
Information Form.

International Operations

The
operations at the San Dimas mine, the Los Filos mine, the Peñasquito mine and
the Cozamin mine are conducted in Mexico, the operations at the Salobo mine are
conducted in Brazil, the operations at the Zinkgruvan mine are conducted in
Sweden, the operations at the Yauliyacu mine, the Lagunas Norte mine, the
Pierina mine and the Constancia project are conducted in Perú, the operations of
the Stratoni mine are conducted in Greece, the operations at the Mineral Park
mine and the Rosemont project are conducted in the United States, the operations
of the Keno Hill mines, the Minto mine, the 777 mine and the Sudbury mines are
conducted in Canada, the operations of the Pascua-Lama project are conducted in
Chile and Argentina, the operations of the Veladero mine and the Loma de La
Plata project are conducted in Argentina, the operations at the Toroparu project
are located in the Republic of Guyana, and the operations of the Neves-Corvo
mine and the Aljustrel mine are conducted in Portugal, and as such the
operations are all exposed to various levels of political, economic and other
risks and uncertainties. These risks and uncertainties include, but are not
limited to, terrorism, hostage taking, military repression, crime, political
instability, currency controls, extreme fluctuations in currency exchange rates,
high rates of inflation, labour unrest, the risks of war or civil unrest,
expropriation and nationalization, renegotiation or nullification of existing
concessions, licenses, permits, approvals and contracts, illegal mining, changes
in taxation and mining laws, regulations and policies, restrictions on foreign
exchange and repatriation, and changing political conditions and governmental
regulations relating to foreign investment and the mining business. Argentina,
Perú and Greece are countries that have experienced political, social and
economic unrest in the past and protestors have from time to time targeted
foreign mining firms.

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Changes,
if any, in mining or investment policies or shifts in political attitude may
adversely affect the operations or profitability of the Mining Operations in
these countries. Operations may be affected in varying degrees by government
regulations with respect to, but not limited to, restrictions on production,
price controls, export controls, currency remittance, income taxes,
expropriation of property, foreign investment, maintenance of claims,
environmental legislation, land use, land claims of local people, water use,
mine safety and the rewarding of contracts to local contractors or requiring
foreign contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction. Failure to comply strictly with applicable laws,
regulations and local practices relating to mineral right applications and
tenure, could result in loss, reduction or expropriation of entitlements, or the
imposition of additional local or foreign parties as joint venture partners with
carried or other interests.

The
occurrence of these various factors and uncertainties cannot be accurately
predicted and could have an adverse effect on the Mining Operations.

Exploration, Development and Operating Risks

Mining
operations generally involve a high degree of risk. The Mining Operations are
subject to all the hazards and risks normally encountered in the exploration,
development and production of metals, including unusual and unexpected geologic
formations, seismic activity, rock bursts, cave-ins, flooding, environmental
hazards and the discharge of toxic chemicals, explosions and other conditions
involved in the drilling, blasting and removal of material, any of which could
result in damage to, or destruction of mines and other producing facilities,
damage to property, injury or loss of life, environmental damage, work
stoppages, delays in production, increased production costs and possible legal
liability. Milling operations are subject to hazards such as equipment failure
or failure of retaining dams around tailings disposal areas which may result in
environmental pollution and consequent liability for the owners or operators of
the Mining Operations. Should any of these risks or hazards affect a Mining
Operation, it may (i) cause the cost of development or production to increase to
a point where it would no longer be economic to produce, (ii) result in a write
down or write-off of the carrying value of one or more projects, (iii) cause
delays or stoppage of mining or processing, (iv) result in the destruction of
properties, processing facilities or third party facilities necessary to the
Mining Operations, (v) cause personal injury or death and related legal
liability, or (vi) result in the loss of insurance coverage. The occurrence of
any of above mentioned risks or hazards could result in an interruption or
suspension of operation of the Mining Operations and have a material adverse
effect on the Company and the trading price of the Companys securities.

The
exploration for and development of mineral deposits involves significant risks
which even a combination of careful evaluation, experience and knowledge may not
eliminate. Few properties which are explored are ultimately developed into
producing mines. Major expenditures may be required to locate and establish
mineral reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is impossible to ensure that the
exploration or development programs planned by the owners or operators of the
Mining Operations will result in a profitable commercial mining operation.
Whether a mineral deposit will be commercially viable depends on a number of
factors, some of which are: the particular attributes of the deposit, such as
size, grade and proximity to infrastructure; metal prices which are highly
cyclical; government regulations, including regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of minerals and
environmental protection; and political stability. The exact effect of these
factors cannot be accurately predicted. There can be no assurances that Mining
Operations will be established or that the Mining Operations, which are not
currently in production, will be brought into a state of commercial production.

Environmental Regulation

All
phases of mining and exploration operations are subject to governmental
regulation including environmental regulation. Environmental legislation is
becoming stricter, with increased fines and penalties for non-compliance, more
stringent environmental assessments of proposed projects and heightened
responsibility for companies and their officers, directors and employees. There
can be no assurance that possible future changes in environmental regulation
will not adversely affect the Mining Operations. As well, environmental hazards
may exist on a property in which the owners or operators of the Mining
Operations hold an interest which were caused by previous or existing owners or
operators of the properties and of which such owners or operators are not aware
at present and which could impair the commercial success, levels of production
and continued feasibility and project development and mining operations on these
properties.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [22]

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Permitting

The
Mining Operations are subject to receiving and maintaining permits from
appropriate governmental authorities. Future changes in laws and regulations or
in licenses and permits could have a material adverse impact on the revenue the
Company derives from the Mining Operations.There can be no assurance that delays
will not occur in connection with obtaining all necessary renewals of such
permits for the existing operations, additional permits for any possible future
changes to operations or additional permits associated with new legislation.
Prior to any development on any of these properties, permits from appropriate
governmental authorities may be required. Such licenses and permits are subject
to change in various circumstances and are required to be kept in good standing
through a variety of means, including cash payments and satisfaction of
conditions of issue. Such licenses and permits are subject to expiration,
relinquishment and/or termination without notice to, control of or recourse by
the Company. There can be no assurance that the owners or operators of the
Mining Operations will continue to hold all permits necessary to develop or
continue operating at any particular property. Any failure to comply with
applicable laws and regulations, permits and licenses, or to maintain permits
and licenses in good standing, even if inadvertent, could result in interruption
or closure of exploration, development or mining operations or fines, penalties
or other liabilities accruing to the owner or operator of the Mining Operation.
Any such occurrence could substantially decrease production or cause the
termination of operations on the property and have a material adverse effect on
the Company and the trading price of the Companys securities.

See
Permitting, Construction, Development and Expansion Risk for additional
permitting risks associated with developmental projects.

Compliance with Laws

Failure
to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions thereunder, including orders issued by regulatory
or judicial authorities causing operations to cease or be curtailed, and may
include corrective measures requiring capital expenditures, installation of
additional equipment or remedial actions. Parties engaged in mining operations
may be required to compensate those suffering loss or damage by reason of the
mining activities and may be liable for civil or criminal fines or penalties
imposed for violations of applicable laws or regulations. Amendments to current
laws, regulations and permitting requirements, or more stringent application of
existing laws, may have a material adverse impact on the owners or operators of
the Mining Operations, resulting in increased capital expenditures or production
costs, reduced levels of production at producing properties or abandonment or
delays in development of properties.

Infrastructure and Employees

Natural
resource exploration, development and mining activities are dependent on the
availability of mining, drilling and related equipment in the particular areas
where such activities are conducted. A limited supply of such equipment or
access restrictions may affect the availability of such equipment to the owners
and operators of the Mining Operations and may delay exploration, development or
extraction activities. Certain equipment may not be immediately available, or
may require long lead time orders. The lack of availability on acceptable terms
or the delay in the availability of any one or more of these items could prevent
or delay exploration, development or production at the Mining Operations.

Mining,
processing, development and exploration activities depend, to one degree or
another, on adequate infrastructure. Reliable roads, bridges, power sources and
water supply are important determinants, which affect capital and operating
costs. Unusual or infrequent weather phenomena, sabotage, government or other
interference in the maintenance or provision of such infrastructure could
adversely affect the Mining Operations.

The
ability of the owners and operators of properties to hire and retain geologists
and persons with mining expertise is key to those operations. Changes in
legislation or otherwise in the relationships of the owners and operators of
such properties with their employees may result in strikes, lockouts or other
work stoppages. If these factors cause the owners and operators of such
properties to decide to cease production at one or more of the properties, such
decision could have a material adverse effect on the Company.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [23]

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Mineral Reserve and Mineral Resource Estimates

The
reported mineral reserves and mineral resources for the Mining Operations are
only estimates. No assurance can be given that the estimated mineral reserves
and mineral resources will be recovered or that they will be recovered at the
rates estimated. Mineral reserve and mineral resource estimates are based on
limited sampling and geological interpretation, and, consequently, are uncertain
because the samples may not be representative. Mineral reserve and mineral
resource estimates may require revision (either up or down) based on actual
production experience. Market fluctuations in the price of metals, as well as
increased production costs, short-term operating factors or reduced recovery
rates, may render certain mineral reserves and mineral resources uneconomic and
may ultimately result in a restatement of estimated mineral reserves and/or
mineral resources. The economic viability of a mineral deposit may also be
impacted by other attributes of a particular deposit, including, but not limited
to, size, grade and proximity to infrastructure, governmental regulations and
policy relating to price, taxes, duties, land tenure, land use permitting, the
import and export of minerals and environmental protection and by political and
economic stability. Any of these factors may require operators of Mining
Operations to reduce their mineral reserves and mineral resources, which may
result in a material and adverse effect on the Companys profitability, results
of operations, financial condition and the trading price of the Companys
securities.

Mineral
resources that are not mineral reserves do not have demonstrated economic
viability. Due to the uncertainty of inferred mineral resources, there is no
assurance that inferred mineral resources will be upgraded to proven and
probable mineral reserves as a result of continued exploration. It should not be
assumed that any part or all of the mineral resources on properties underlying
the Companys streaming transactions constitute or will be converted into
mineral reserves.

Need for Additional Mineral Reserves

Because
mines have limited lives based primarily on proven and probable mineral
reserves, the Mining Operations must continually replace and expand their
mineral reserves as their mines produce metals. The life-of-mine estimates for
the Mining Operations may not be correct. The ability of the owners or operators
of the Mining Operations to maintain or increase their annual production of
silver or gold will be dependent in significant part on their ability to bring
new mines into production and to expand mineral reserves at existing mines.

Production Forecasts

The
Company prepares estimates and forecasts of future attributable production from
the Mining Operations and relies on public disclosure and other information it
receives from the owners, operators and independent experts of the Mining
Operations to prepare such estimates. Such information is necessarily imprecise
because it depends upon the judgment of the individuals who operate the Mining
Operations as well as those who review and assess the geological and engineering
information. These production estimates and projections are based on existing
mine plans and other assumptions with respect to the Mining Operations which
change from time to time, and over which the Company has no control, including
the availability, accessibility, sufficiency and quality of ore, the costs of
production, the operators ability to sustain and increase production levels,
the sufficiency of infrastructure, the performance of personnel and equipment,
the ability to maintain and obtain mining interests and permits and compliance
with existing and future laws and regulations. Any such information is
forward-looking and no assurance can be given that such production estimates and
projections will be achieved. Actual attributable production may vary from the
Companys estimates for a variety of reasons, including: actual ore mined
varying from estimates of grade, tonnage, dilution and metallurgical and other
characteristics; actual ore mined being less amenable than expected to mining or
treatment; short-term operating factors relating to the ore reserves, such as
the need for sequential development of orebodies and the processing of new or
different ore grades; delays in the commencement of production and ramp up at
new mines; revisions to mine plans; unusual or unexpected orebody formations;
risks and hazards associated with the Mining Operations, including but not
limited to cave-ins, rock falls, rock bursts, pit wall failures, seismic
activity, weather related complications, fires or flooding or as a result of
other operational problems such as production drilling challenges, power
failures or a failure of a production hoist, an autoclave, a filter press or a
grinding mill; and unexpected labour shortages, strikes, local community
opposition or blockades. Occurrences of this nature and other accidents, adverse
conditions or operational problems in future years may result in the Companys
failure to achieve the production forecasts currently anticipated. If the
Companys production forecasts prove to be incorrect, it may have a material
adverse effect on the Company.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [24]

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Land Title and Indigenous Peoples

A
defect in the chain of title to any of the properties underlying the Mining
Operations or necessary for the anticipated development or operation of a
particular project to which an interest relates may arise to defeat or impair
the claim of the operator to a property. In addition, claims by third parties or
aboriginal groups in Canada and elsewhere may impact on the operators ability
to conduct activities on a Mining Operation to the detriment of the Companys
interests. No assurances can be given that there are no title defects affecting
the properties and mineral claims owned or used by the Mining Operations. Such
properties and claims may be subject to prior unregistered liens, agreements,
transfers or claims, including native land claims, and title may be affected by,
among other things, undetected defects. To the extent an owner or operator does
not have title to the property, it may be required to cease operations or
transfer operational control to another party. In addition, the operators of
such operations may be unable to operate them as permitted or to enforce their
rights with respect to their properties and claims which may ultimately impair
the ability of these operators to fulfill their obligations under the Precious
Metal Purchase Agreements.

Various
international and national, state and provincial laws, codes, regulations,
resolutions, conventions, guidelines, treaties, and other materials relate to
the rights of indigenous peoples. Some of the Mining Operations are located in
areas presently or previously inhabited or used by indigenous peoples. Many of
these laws impose obligations on government to respect the rights of indigenous
people. Some mandate that government consult with indigenous people regarding
government actions which may affect indigenous people, including actions to
approve or grant mining rights or permits. The obligations of government and
private parties under the various international and national laws pertaining to
indigenous people continue to evolve and be defined. One or more groups of
indigenous people may oppose continued operation, further development, or new
development of the Mining Operations. Such opposition may be directed through
legal or administrative proceedings or protests, roadblocks or other forms of
public expression against the activities at the Mining Operations. Opposition by
indigenous people to such activities may require modification of or preclude
operation or development of projects or may require the entering into of
agreements with indigenous people. Claims and protests of indigenous peoples may
disrupt or delay activities of the operators of the Mining Operations.

Commodity Price Fluctuations

The
price of metals has fluctuated widely in recent years, and future serious price
declines could cause continued development of and commercial production from the
Mining Operations to be impracticable. Depending on the price of other metals
produced from the mines which generate cash flow to the owners, cash flow from
the Mining Operations may not be sufficient and such owners could be forced to
discontinue production and may lose their interest in, or may be forced to sell,
some of their properties. Future production from the Mining Operations is
dependent on metal prices that are adequate to make these properties economic.

In
addition to adversely affecting the reserve estimates and financial conditions,
declining commodity prices can impact operations by requiring a reassessment of
the feasibility of a particular project. Such a reassessment may be the result
of a management decision or may be required under financing arrangements related
to a particular project. Even if the project is ultimately determined to be
economically viable, the need to conduct such a reassessment may cause
substantial delays or may interrupt operations until the reassessment can be
completed.

Additional Capital

The
mining, processing, development and exploration of the Mining Operations may
require substantial additional financing. Failure to obtain sufficient financing
may result in delaying or indefinite postponement of exploration, development or
production on any or all of the Mining Operations and related properties or even
a loss of property interest. There can be no assurance that additional capital
or other types of financing will be available if needed or that, if available,
will be on satisfactory terms.

Permitting, Construction, Development and Expansion Risk

The
Salobo mine, the Peñasquito mine, the Keno Hill mines, the Pascua- Lama project,
the Loma de La Plata project, the Rosemont project, the Constancia project and
the Toroparu project are currently in various stages of permitting,
construction, development and expansion. Construction, development and expansion
of such projects is subject to numerous risks, including, but not limited to,
delays in obtaining equipment, material and services essential to completing
construction of such projects in a timely manner; delays or inability to obtain
all required permits; changes in environmental or other government regulations;
currency exchange rates; labour shortages; and fluctuation in metal prices. There can be no assurance that the operators of such projects
will have the financial, technical and operational resources to complete the
permitting, construction, development and expansion of such projects in
accordance with current expectations or at all. See Pascua Lama Project 
Border of Chile and Argentina and Peñasquito Mine, Mexico in this Annual
Information Form.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [25]

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Challenging Global Financial Conditions

Global
financial conditions have been characterized by increased volatility, with
numerous financial institutions having either gone into bankruptcy or having to
be rescued by government authorities. Global financial conditions could suddenly
and rapidly destabilize in response to future events, as government authorities
may have limited resources to respond to future crises. Global capital markets
have continued to display increased volatility in response to global events.
Future crises may be precipitated by any number of causes, including natural
disasters, geopolitical instability, changes to energy prices or sovereign
defaults. Any sudden or rapid destabilization of global economic conditions
could negatively impact the Companys ability, or the ability of the operators
of the properties in which the Company holds streams or other interests, to
obtain equity or debt financing or make other suitable arrangements to finance
their projects. If increased levels of volatility continue or in the event of a
rapid destabilization of global economic conditions, it may result in a material
adverse effect on the Company and the trading price of the Companys securities
could be adversely affected.

TECHNICAL INFORMATION

CIM Standards Definitions

The
estimated Mineral Reserves and Mineral Resources for the Mining Operations have
been calculated in accordance with the Canadian Institute of Mining, Metallurgy
and Petroleum (CIM)  Definitions adopted by CIM Council on May 10, 2014 (the
CIM Standards) or in accordance with the Australasian Code for Reporting of
Mineral Resources and Ore Reserves (the JORC Code), the Australian worldwide
standards, and were restated in accordance with the requirements of the Canadian
Securities Administrators National Instrument 43-101 Standards of Disclosure
for Mineral Projects (NI 43-101) to comply with the CIM Standards. The
following definitions are reproduced from the CIM Standards:

The
term Mineral Resource is a concentration or occurrence of
diamonds, natural solid inorganic material, or natural solid fossilized organic
material including base and precious metals, coal, and industrial minerals in or
on the Earths crust in such form, grade or quality and quantity that there are
reasonable prospects for eventual economic extraction. The location, quantity,
grade or quality, continuity and other geological characteristics of a Mineral
Resource are known, estimated or interpreted from specific geological evidence
and knowledge including sampling. Mineral Resources are sub-divided, in order of
increasing geological confidence, into Inferred, Indicated and Measured
categories.

The
term Inferred Mineral Resource is that part of a Mineral
Resource for which quantity and grade or quality are estimated on the basis of
limited geological evidence and sampling. Geological evidence is sufficient to
imply but not verify geological and grade or quality continuity. An Inferred
Mineral Resource is based on limited information and sampling gathered through
appropriate sampling techniques from locations such as outcrops, trenches, pits,
workings and drill holes.

The
term Indicated Mineral Resource is that part of a Mineral
Resource for which quantity, grade or quality, densities, shape and physical
characteristics are estimated with sufficient confidence to allow the
application of Modifying Factors in sufficient detail to support mine planning
and evaluation of the economic viability of the deposit. Geological evidence is
derived from adequately detailed and reliable exploration, sampling and testing
and is sufficient to assume geological and grade or quality continuity between
points of observation.

The
term Measured Mineral Resource is that part of a Mineral
Resource for which quantity, grade or quality, densities, shape and physical
characteristics are established with sufficient confidence to allow the
application of Modifying Factors to support detailed mine planning and final
evaluation of the economic viability of the deposit.

The
term Modifying Factors are considerations used to convert
Mineral Resources to Mineral Reserves. These include, but are not restricted to,
mining, processing, metallurgical, infrastructure, economic, marketing, legal,
environmental, social and governmental factors.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [26]

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The
term Mineral Reserve is the economically mineable part of a
Measured and/or Indicated Mineral Resource. It includes diluting materials and
allowances for losses, which may occur when the material is mined or extracted
and is defined by studies at Pre-Feasibility or Feasibility level as appropriate
that include application of Modifying Factors. Such studies demonstrate that, at
the time of reporting, extraction could reasonably be justified. The reference
point at which Mineral Reserves are defined, usually the point where the ore is
delivered to the processing plant, must be stated. It is important that, in all
situations where the reference point is different, such as for a saleable
product, a clarifying statement is included to ensure that the reader is fully
informed as to what is being reported.

The
term Probable Mineral Reserve is the economically mineable part
of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral
Resource. The confidence in the Modifying Factors applying to a Probable Mineral
Reserve is lower that that applying to a Proven Mineral Reserve.

The
term Proven Mineral Reserve is the economically mineable part of
a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of
confidence in the Modifying Factors.

Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Mineral Resources

The
information contained herein has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. The terms mineral reserve,
proven mineral reserve and probable mineral reserve are Canadian mining
terms defined in accordance with NI 43-101 and the CIM Standards. These
definitions differ from the definitions in Industry Guide 7 (SEC Industry Guide
7) under the U.S. Securities Act of 1933, as amended (the U.S. Securities
Act). Under U.S. standards, mineralization may not be classified as a reserve
unless the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
determination is made. Also, under SEC Industry Guide 7 standards, a final or
bankable feasibility study is required to report reserves, the three-year
historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority. In addition, the terms
mineral resource, measured mineral resource, indicated mineral resource
and inferred mineral resource are defined in and required to be disclosed by
NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7
and are normally not permitted to be used in reports and registration statements
filed with the SEC. Investors are cautioned not to assume that any part or all
of the mineral deposits in these categories will ever be converted into
reserves. Inferred mineral resources have a great amount of uncertainty as to
their existence and as to their economic and legal feasibility. It cannot be
assumed that all or any part of an inferred mineral resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that all or
any part of an inferred mineral resource exists or is economically or legally
mineable. Mineral resources that are not mineral reserves do not have
demonstrated economic viability. Disclosure of contained ounces in a resource
is permitted disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not constitute
reserves by SEC standards as in place tonnage and grade without reference to
unit measures. Accordingly, information contained herein that describes Silver
Wheatons mineral deposits may not be comparable to similar information made
public by U.S. companies subject to reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations
thereunder. United States investors are urged to consider closely the disclosure
in the Companys Annual Information Form dated March 31, 2015 and Form 40-F
filed on March 31, 2015, copies of which are, or will be, available at
www.sec.gov.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [27]

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Summary of Mineral Reserves and Mineral Resources

The
following tables set forth the estimated Mineral Reserves and Mineral Resources
(silver and/or gold only) for the mines relating to which the Company has
purchase agreements, adjusted where applicable to reflect the Companys
percentage entitlement to silver and/or gold produced from such mines, as of
December 31, 2014, unless otherwise noted. The tables are based on information
available to the Company as of the date of this document, and therefore will not
reflect updates, if any, after such date. The most current Mineral Reserves and
Mineral Resources will be available on the Companys website:

Attributable Proven and Probable Reserves(1,2,3,8,18)As of December 31, 2014 unlessotherwise noted (6)

Proven
    
    
    Probable
    
    
    Proven & ProbableTonnage
    
    
    Grade
    
    
    Contained
    
    
    Tonnage
    
    
    Grade
    
    
    Contained
    
    
    Tonnage
    
    
    Grade
    
    
    Contained
    
    
    ProcessMt
    
    
    g/t
    
    
    Moz
    
    
    Mt
    
    
    g/t
    
    
    Moz
    
    
    Mt
    
    
    g/t
    
    
    Moz
    
    
    Recovery % (7)SilverPeñasquito (25%) (14)Mill
    
    84.1
    
    
    33.3
    
    
    90.0
    
    
    52.7
    
    
    25.0
    
    
    42.4
    
    
    136.7
    
    
    30.1
    
    
    132.4
    
    
    53-65%Heap Leach
    
    10.9
    
    
    31.7
    
    
    11.1
    
    
    11.5
    
    
    25.0
    
    
    9.2
    
    
    22.4
    
    
    28.3
    
    
    20.4
    
    
    22-28%San Dimas (10, 14)
    
    1.2
    
    
    411.7
    
    
    16.3
    
    
    3.2
    
    
    329.6
    
    
    34.2
    
    
    4.5
    
    
    352.3
    
    
    50.5
    
    
    94%Pascua-Lama (25%) (14)
    
    8.0
    
    
    69.8
    
    
    17.9
    
    
    73.2
    
    
    64.1
    
    
    150.8
    
    
    81.2
    
    
    64.7
    
    
    168.7
    
    
    82%Lagunas Norte (11)
    
    12.4
    
    
    4.5
    
    
    1.8
    
    
    52.9
    
    
    4.5
    
    
    7.7
    
    
    65.3
    
    
    4.5
    
    
    9.5
    
    
    19%Veladero (11)
    
    5.5
    
    
    14.8
    
    
    2.6
    
    
    90.5
    
    
    14.8
    
    
    43.2
    
    
    96.0
    
    
    14.8
    
    
    45.8
    
    
    6%Yauliyacu (11, 12)
    
    0.8
    
    
    123.5
    
    
    3.1
    
    
    3.4
    
    
    109.8
    
    
    11.9
    
    
    4.1
    
    
    112.4
    
    
    15.0
    
    
    85%777 (13)
    
    3.7
    
    
    27.4
    
    
    3.3
    
    
    3.9
    
    
    24.1
    
    
    3.1
    
    
    7.7
    
    
    25.7
    
    
    6.3
    
    
    64%Neves-CorvoCopper
    
    4.9
    
    
    38.8
    
    
    6.1
    
    
    20.5
    
    
    36.1
    
    
    23.8
    
    
    25.4
    
    
    36.6
    
    
    29.9
    
    
    35%Zinc
    
    10.4
    
    
    73.1
    
    
    24.4
    
    
    10.2
    
    
    66.9
    
    
    22.0
    
    
    20.6
    
    
    70.0
    
    
    46.4
    
    
    20%Rosemont (15)
    
    279.5
    
    
    4.1
    
    
    37.0
    
    
    325.8
    
    
    4.1
    
    
    43.1
    
    
    605.3
    
    
    4.1
    
    
    80.1
    
    
    76%Constancia
    
    506.0
    
    
    3.1
    
    
    50.3
    
    
    114.0
    
    
    2.9
    
    
    10.8
    
    
    620.0
    
    
    3.1
    
    
    61.1
    
    
    71%ZinkgruvanZinc
    
    7.4
    
    
    87.0
    
    
    20.6
    
    
    4.2
    
    
    51.0
    
    
    6.9
    
    
    11.6
    
    
    73.9
    
    
    27.5
    
    
    87%Copper
    
    3.3
    
    
    35.0
    
    
    3.7
    
    
    0.1
    
    
    35.0
    
    
    0.1
    
    
    3.4
    
    
    35.0
    
    
    3.8
    
    
    78%Stratoni
    
    0.5
    
    
    174.0
    
    
    2.9
    
    
    0.3
    
    
    182.0
    
    
    1.5
    
    
    0.8
    
    
    176.7
    
    
    4.5
    
    
    84%Minto
    
    2.9
    
    
    6.4
    
    
    0.6
    
    
    4.8
    
    
    5.8
    
    
    0.9
    
    
    7.7
    
    
    6.0
    
    
    1.5
    
    
    78%Cozamin (11)Copper
    
    -
    
    
    -
    
    
    -
    
    
    2.8
    
    
    41.9
    
    
    3.8
    
    
    2.8
    
    
    41.9
    
    
    3.8
    
    
    72%Los Filos
    
    48.8
    
    
    5.7
    
    
    8.9
    
    
    198.4
    
    
    5.0
    
    
    32.2
    
    
    247.2
    
    
    5.2
    
    
    41.1
    
    
    5%Metates Royalty (20)
    
    4.1
    
    
    18.0
    
    
    2.3
    
    
    13.2
    
    
    13.1
    
    
    5.5
    
    
    17.2
    
    
    14.2
    
    
    7.9
    
    
    76%Total Silver
    
    
    
    
    
    
    
    303.1
    
    
    
    
    
    
    
    
    453.1
    
    
    
    
    
    
    
    
    756.1GoldSalobo (50%) (16)
    
    331.7
    
    
    0.39
    
    
    4.13
    
    
    257.9
    
    
    0.31
    
    
    2.57
    
    
    589.6
    
    
    0.35
    
    
    6.70
    
    
    66%Sudbury (70%) (11)
    
    -
    
    
    -
    
    
    -
    
    
    54.3
    
    
    0.39
    
    
    0.68
    
    
    54.3
    
    
    0.39
    
    
    0.68
    
    
    81%777 (13)
    
    2.6
    
    
    1.78
    
    
    0.15
    
    
    2.8
    
    
    1.78
    
    
    0.16
    
    
    5.4
    
    
    1.78
    
    
    0.31
    
    
    73%Constancia (50%)
    
    253.0
    
    
    0.05
    
    
    0.42
    
    
    57.0
    
    
    0.07
    
    
    0.14
    
    
    310.0
    
    
    0.06
    
    
    0.56
    
    
    61%Minto
    
    2.9
    
    
    0.93
    
    
    0.09
    
    
    4.8
    
    
    0.63
    
    
    0.10
    
    
    7.7
    
    
    0.74
    
    
    0.18
    
    
    74%Toroparu (10%) (17)
    
    3.0
    
    
    1.10
    
    
    0.10
    
    
    9.7
    
    
    0.98
    
    
    0.31
    
    
    12.7
    
    
    1.01
    
    
    0.41
    
    
    89%Metates Royalty (20)
    
    4.1
    
    
    0.68
    
    
    0.09
    
    
    13.2
    
    
    0.44
    
    
    0.19
    
    
    17.2
    
    
    0.50
    
    
    0.28
    
    
    89%Total Gold
    
    
    
    
    
    
    
    4.98
    
    
    
    
    
    
    
    
    4.14
    
    
    
    
    
    
    
    
    9.11


See
Notes Below.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM[28]

---

Attributable Measured & Indicated Resources(1,2,3,4,5,9,18)As of December 31, 2014 unlessotherwise noted (6)

Measured
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    Measured & IndicatedTonnage
    
    
    Grade
    
    
    Contained
    
    
    Tonnage
    
    
    Grade
    
    
    Contained
    
    
    Tonnage
    
    
    Grade
    
    
    ContainedMt
    
    
    g/t
    
    
    Moz
    
    
    Mt
    
    
    g/t
    
    
    Moz
    
    
    Mt
    
    
    g/t
    
    
    MozSilverPeñasquito (25%) (14)Mill
    
    34.4
    
    
    26.1
    
    
    28.9
    
    
    91.7
    
    
    21.5
    
    
    63.5
    
    
    126.2
    
    
    22.8
    
    
    92.4Heap Leach
    
    5.1
    
    
    19.3
    
    
    3.1
    
    
    24.1
    
    
    16.7
    
    
    13.0
    
    
    29.2
    
    
    17.2
    
    
    16.1San Dimas (10, 14)
    
    0.3
    
    
    154.3
    
    
    1.5
    
    
    0.9
    
    
    161.1
    
    
    4.9
    
    
    1.2
    
    
    159.5
    
    
    6.4Pascua-Lama (25%) (14)
    
    3.7
    
    
    26.4
    
    
    3.1
    
    
    35.7
    
    
    22.3
    
    
    25.5
    
    
    39.4
    
    
    22.7
    
    
    28.7Yauliyacu (11,12)
    
    1.0
    
    
    127.3
    
    
    4.0
    
    
    6.0
    
    
    216.6
    
    
    41.5
    
    
    6.9
    
    
    204.2
    
    
    45.5777 (13)
    
    -
    
    
    -
    
    
    -
    
    
    0.7
    
    
    26.1
    
    
    0.6
    
    
    0.7
    
    
    26.1
    
    
    0.6Neves-CorvoCopper
    
    5.8
    
    
    48.5
    
    
    9.0
    
    
    25.7
    
    
    50.8
    
    
    42.0
    
    
    31.5
    
    
    50.3
    
    
    51.0Zinc
    
    14.1
    
    
    59.6
    
    
    27.0
    
    
    60.2
    
    
    55.7
    
    
    107.8
    
    
    74.3
    
    
    56.4
    
    
    134.8Rosemont (15)
    
    38.5
    
    
    3.0
    
    
    3.7
    
    
    197.7
    
    
    2.7
    
    
    17.1
    
    
    236.2
    
    
    2.7
    
    
    20.8Constancia
    
    73.0
    
    
    2.4
    
    
    5.6
    
    
    299.0
    
    
    2.0
    
    
    19.4
    
    
    372.0
    
    
    2.1
    
    
    25.0ZinkgruvanZinc
    
    2.2
    
    
    66.8
    
    
    4.6
    
    
    4.7
    
    
    107.1
    
    
    16.3
    
    
    6.9
    
    
    94.5
    
    
    20.9Copper
    
    1.6
    
    
    20.0
    
    
    1.0
    
    
    0.4
    
    
    39.1
    
    
    0.5
    
    
    2.0
    
    
    23.9
    
    
    1.5Aljustrel (19)Zinc
    
    1.3
    
    
    65.6
    
    
    2.7
    
    
    20.5
    
    
    60.3
    
    
    39.7
    
    
    21.8
    
    
    60.7
    
    
    42.4Stratoni
    
    0.2
    
    
    200.4
    
    
    1.5
    
    
    0.2
    
    
    213.3
    
    
    1.4
    
    
    0.4
    
    
    206.4
    
    
    2.9Minto
    
    8.0
    
    
    3.3
    
    
    0.8
    
    
    32.3
    
    
    3.4
    
    
    3.5
    
    
    40.3
    
    
    3.4
    
    
    4.4Keno Hill (25%)Underground
    
    -
    
    
    -
    
    
    -
    
    
    0.7
    
    
    473.1
    
    
    10.2
    
    
    0.7
    
    
    473.1
    
    
    10.2Elsa Tailings
    
    -
    
    
    -
    
    
    -
    
    
    0.6
    
    
    119.0
    
    
    2.4
    
    
    0.6
    
    
    119.0
    
    
    2.4Los Filos
    
    11.4
    
    
    11.0
    
    
    4.0
    
    
    112.3
    
    
    7.4
    
    
    26.9
    
    
    123.7
    
    
    7.8
    
    
    30.9Loma
      de La Plata (12.5%)
    
    -
    
    
    -
    
    
    -
    
    
    3.6
    
    
    169.0
    
    
    19.8
    
    
    3.6
    
    
    169.0
    
    
    19.8Total Silver
    
    
    
    
    
    
    
    100.7
    
    
    
    
    
    
    
    
    455.8
    
    
    
    
    
    
    
    
    556.5GoldSalobo (50%) (16)
    
    24.6
    
    
    0.47
    
    
    0.37
    
    
    97.7
    
    
    0.37
    
    
    1.16
    
    
    122.2
    
    
    0.39
    
    
    1.53Sudbury (70%) (11)
    
    -
    
    
    -
    
    
    -
    
    
    28.9
    
    
    0.34
    
    
    0.32
    
    
    28.9
    
    
    0.34
    
    
    0.32777 (13)
    
    -
    
    
    -
    
    
    -
    
    
    0.4
    
    
    1.81
    
    
    0.02
    
    
    0.4
    
    
    1.81
    
    
    0.02Constancia (50%)
    
    36.5
    
    
    0.05
    
    
    0.06
    
    
    149.5
    
    
    0.04
    
    
    0.18
    
    
    186.0
    
    
    0.04
    
    
    0.23Minto
    
    8.0
    
    
    0.39
    
    
    0.10
    
    
    32.3
    
    
    0.32
    
    
    0.34
    
    
    40.3
    
    
    0.34
    
    
    0.44Toroparu (10%) (17)
    
    0.9
    
    
    0.87
    
    
    0.03
    
    
    7.9
    
    
    0.83
    
    
    0.21
    
    
    8.8
    
    
    0.84
    
    
    0.24Total Gold
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    
    2.23
    
    
    
    
    
    
    
    
    2.78


See Notes Below.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM[29]

---

Attributable Inferred Resources(1,2,3,4,5,9,18)As of December 31, 2014
unlessotherwise noted(6)

InferredTonnage
    
    
    Grade
    
    
    ContainedMt
    
    
    g/t
    
    
    MozSilverPeñasquito (25%) (14)Mill
    
    4.4
    
    
    19.5
    
    
    2.7Heap Leach
    
    6.1
    
    
    13.7
    
    
    2.7San Dimas (10, 14)
    
    6.5
    
    
    292.7
    
    
    61.3Pascua-Lama (25%) (14)
    
    4.9
    
    
    20.1
    
    
    3.2Yauliyacu (11, 12)
    
    5.0
    
    
    178.7
    
    
    28.7777 (13)
    
    0.7
    
    
    32.9
    
    
    0.8Neves-CorvoCopper
    
    25.1
    
    
    43.5
    
    
    35.1Zinc
    
    21.4
    
    
    48.9
    
    
    33.6Rosemont (15)
    
    104.5
    
    
    3.3
    
    
    11.1Constancia
    
    200.0
    
    
    1.9
    
    
    12.0ZinkgruvanZinc
    
    6.1
    
    
    75.0
    
    
    14.7Copper
    
    0.5
    
    
    34.0
    
    
    0.6Aljustrel (19)Zinc
    
    8.7
    
    
    50.4
    
    
    14.0Stratoni
    
    0.5
    
    
    169.0
    
    
    2.7Minto
    
    16.2
    
    
    3.2
    
    
    1.6Keno Hill (25%)Underground
    
    0.2
    
    
    349.8
    
    
    2.4Los Filos
    
    175.9
    
    
    6.3
    
    
    35.7Loma de La Plata (12.5%)
    
    0.2
    
    
    76.0
    
    
    0.4Metates Royalty (20)
    
    1.0
    
    
    9.7
    
    
    0.3Total Silver
    
    
    
    
    
    
    
    263.5GoldSalobo (50%) (16)
    
    74.0
    
    
    0.31
    
    
    0.74Sudbury (70%) (11)
    
    5.5
    
    
    0.67
    
    
    0.12777 (13)
    
    0.4
    
    
    1.79
    
    
    0.02Constancia (50%)
    
    100.0
    
    
    0.03
    
    
    0.10Minto
    
    16.2
    
    
    0.30
    
    
    0.16Toroparu (10%) (17)
    
    13.0
    
    
    0.74
    
    
    0.31Metates Royalty (20)
    
    1.0
    
    
    0.38
    
    
    0.01Total Gold
    
    
    
    
    
    
    
    1.46


|(1) | All Mineral Reserves and Mineral Resources have been
      calculated in accordance with the CIM Standards and NI 43-101, or the JORC
      Code.                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Mineral Reserves and Mineral Resources are reported above
      in millions of metric tonnes (Mt), grams per metric tonne (g/t) and
      millions of ounces (Moz).                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | Individual qualified persons (QPs), as defined by the
      NI 43-101, for the technical information contained in this document
      (including the Mineral Reserve and Mineral Resource estimates) for the
      following operations are as follows:                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | The Mineral Resources reported in the above tables are
      exclusive of Mineral Reserves. The San Dimas mine, Minto mine, Neves-Corvo
      mine, Zinkgruvan mine, Stratoni mine and Toroparu project report Mineral
      Resources inclusive of Mineral Reserves. The Companys QPs have made the
      exclusive Mineral Resource estimates for these mines based on average mine
      recoveries and dilution.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | Mineral Resources which are not Mineral Reserves do not
      have demonstrated economic viability.                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|(6) | Other than as detailed below, Mineral Reserves and
      Mineral Resources are reported as of December 31, 2014 based on
      information available to the Company as of the date of this document, and
      therefore will not reflect updates, if any, after such date.                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | f.                                                                                                                                                                                                                                                                                                                                                                                                                   

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [30]

---

| | g. | Mineral Resources for Keno Hills Elsa Tailings project
      are reported as of April 22, 2010, Lucky Queen project as of July 27,
      2011, Onek and Bermingham projects as of October 15, 2014, Flame and Moth
      project as of January 30, 2013, Bellekeno mine Inferred Mineral Resources
      as of September 30, 2012 and Bellekeno mine Indicated Mineral Resources as
      of September 30, 2013.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | h. | Mineral Resources for the Loma de La Plata project are
      reported as of May 20, 2009.                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | i. | Mineral Resources for Metates are reported as of February
      16, 2012 and Mineral Reserves as of March 18,
2013.                                                                                                                                                                                                                                                                                              

|(7) | Process recoveries are the average percentage of silver
      or gold in a saleable product (doré or concentrate) recovered from mined
      ore at the applicable site process plants as reported by the
    operators.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                         
|(8) | Mineral Reserves are estimated using appropriate process
      recovery rates and the following commodity prices:                                                                                                       
|    |                                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | b.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | c.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | d.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | e.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | f.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | g.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | h.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | i.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | j.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | k.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | l.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | m.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | n.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | o.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | p.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | q.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                         
|    | r.                                                                                                                                                                                                                      

|(9) | Mineral Resources are estimated using appropriate
      recovery rates and the following commodity prices:
|--- | ----------------------------------------------------------------------------------------------------------
|    |                                                                                                           
|    | a.                                                                                                        
|    |                                                                                                           
|    | b.                                                                                                        
|    |                                                                                                           
|    | c.                                                                                                        
|    |                                                                                                           
|    | d.                                                                                                        
|    |                                                                                                           
|    | e.                                                                                                        
|    |                                                                                                           
|    | f.                                                                                                        
|    |                                                                                                           
|    | g.                                                                                                        
|    |                                                                                                           
|    | h.                                                                                                        
|    |                                                                                                           
|    | i.                                                                                                        
|    |                                                                                                           
|    | j.                                                                                                        
|    |                                                                                                           
|    | k.                                                                                                        
|    |                                                                                                           
|    | l.                                                                                                        
|    |                                                                                                           
|    | m.                                                                                                        

| | i.   | Bellekeno mine - $185 per tonne NSR cut-off assuming
      $22.50 per ounce silver, $0.85 per pound lead and $0.95 per pound
    zinc.                                 
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                        
| | ii.  | Flame and Moth project - $185 per tonne NSR cut-off
      assuming $1,400 per ounce gold, $24.00 per ounce silver, $0.85 per pound
      lead and $0.95 per pound zinc.
| |      |                                                                                                                                                                        
| | iii. | Bermingham project - $185 per tonne NSR cut-off assuming
      $1,250 per ounce gold, $20.00 per ounce silver, $0.90 per pound lead and
      $0.95 per pound zinc.    
| |      |                                                                                                                                                                        
| | iv.  | Lucky Queen project - $185 per tonne NSR cut-off assuming
      $1,100 per ounce gold, $18.50 per ounce silver, $0.90 per pound lead and
      $0.95 per pound zinc.   
| |      |                                                                                                                                                                        
| | v.   | Onek project - $185 per tonne NSR cut-off assuming $1,250
      per ounce gold, $20.00 per ounce silver, $0.90 per pound lead and $0.95
      per pound zinc.          
| |      |                                                                                                                                                                        
| | vi.  | Elsa Tailings project  50 grams per tonne silver
      cut-off.                                                                                                       

| | n. | Los Filos mine - $1,500 per ounce gold and $24.00 per
      ounce silver.                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                              
| | o. | Loma de La Plata project  50 gram per tonne silver
      equivalent cut-off assuming $12.50 per ounce silver and $0.50 per pound
      lead.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [31]

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| | p. | Salobo mine  0.296% copper equivalent assuming $1,500
      per ounce gold $3.70 per pound copper.                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                
| | q. | Sudbury mines - $1,250 per ounce gold, $22.00 per ounce
      silver, $10.43 per pound nickel, $3.45 per pound copper, $1,800 per ounce
      platinum, $1,000 per ounce palladium and $13.00 per pound
cobalt.
| |    |                                                                                                                                                                                                                
| | r. | Toroparu project  0.30 grams per tonne gold cut-off
      assuming $1,350 per ounce gold.                                                                                                                     
| |    |                                                                                                                                                                                                                
| | s. | Metates royalty  0.35 grams per tonne gold equivalent
      cut-off assuming $1,200 per ounce gold and $24.00 per ounce
  silver.                                                                             

|(10) | The San Dimas Silver Purchase Agreement provides that
      Primero will deliver to the Company a per annum amount equal to the first
      6.0 million ounces of payable silver produced at the San Dimas mine and
      50% of any excess, for the life of the mine.                                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(11) | The Companys attributable Mineral Resources and Mineral
      Reserves for the Lagunas Norte, Veladero, Cozamin and Yauliyacu silver
      interests, in addition to the Sudbury and 777 gold interests, have been
      constrained to the production expected for the various
contracts.                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(12) | The Companys Yauliyacu silver purchase agreement (March
      2006) with Glencore provides for the delivery of up to 4.75 million ounces
      of silver per year for 20 years. In the event that silver sold and
      delivered to Silver Wheaton in any year totals less than 4.75 million
      ounces, the amount sold and delivered to Silver Wheaton in subsequent
      years will be increased to make up for any cumulative shortfall, to the
      extent production permits. Depending upon production levels it is possible
      that the Companys current attributable tonnage may not be mined before
      the agreement expires.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(13) | The 777 mine Purchase Agreement provides that Hudbay will
      deliver 100% of the payable silver for the life of the mine and 100% of
      the payable gold until completion of the Constancia project, after which
      the gold stream will reduce to 50%. The gold figures in this table
      represent the attributable 777 mine Mineral Resources and Mineral Reserves
      constrained to the production expected for the 777 mine Purchase
      Agreement.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(14) | The scientific and technical information in this document
      regarding the Peñasquito and San Dimas mines and the Pascua-Lama project
      was sourced by the Company from the following SEDAR (www.sedar.com) filed
      documents:                                                                                                                                                                                                                                                                                                                                                                                                           

| | a. | Peñasquito  Goldcorps annual information form filed on
      March 17. 2015;           
| | -- | -----------------------------------------------------------------------------------------
| |    |                                                                                          
| | b. | San Dimas - Primero annual information form filed on
      March  31, 2015; and          
| |    |                                                                                          
| | c. | Pascua-Lama - Barrick Gold Corp.s annual information
      form filed on March 27, 2015.

|     | The Company QPs have reviewed and approved the
      disclosure of scientific and technical information in respect of the
      Peñasquito and San Dimas mines and the Pascua-Lama project in this
      document.                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(15) | The Rosemont mine Mineral Resources and Mineral Reserves
      do not include the SX/EW leach material since this process does not
      recover silver.                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(16) | The Company has filed a technical report for the Salobo
      mine, which is available on SEDAR at www.sedar.com.                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(17) | The Companys agreement with Sandspring is an early
      deposit structure whereby the Company will have the option not to proceed
      with the 10% gold stream on the Toroparu project following the delivery of
      a bankable definitive feasibility study.                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(18) | Silver and gold are produced as by-product metal at all
      operations with the exception of silver at the Keno Hill mines and Loma de
      La Plata project and gold at the Toroparu project; therefore, the economic
      cut-off applied to the reporting of silver and gold Mineral Resources and
      Mineral Reserves will be influenced by changes in the commodity prices of
      other metals at the time.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(19) | Silver Wheaton has agreed to waive its rights to silver
      contained in copper concentrate at the Aljustrel mine.                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(20) | Effective August 7, 2014, the Company entered into an
      agreement for a 1.5% net smelter returns royalty on Chesapeakes Metates
      property, located in Mexico. As part of the agreement, Chesapeake will
      have the right at any time for a period of five years to repurchase
      two-thirds of the royalty, with the Company retaining a 0.5% royalty
      interest.                                   

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [32]

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FURTHER DISCLOSURE REGARDING MINERAL PROJECTS ON MATERIAL
PROPERTIES

SAN DIMAS MINE, MEXICO

The
following description of the San Dimas mine is based on the information
disclosed in the annual information form of Primero filed on March  31,
2015. The Company QPs have approved the disclosure of scientific and technical
information in respect of the San Dimas mine in this document.

Property Description and Location

The
San Dimas mine is located on the borders of the Durango and Sinaloa states,
approximately 125 km north-east of Mazatlán, Sinaloa and 150 kilometres west of
the city of Durango, Durango, in Mexico. The property is centered on latitude
24°06N and longitude 105°56W.

The
San Dimas mine property consists of 66 contiguous concessions covering 24,966
hectares, having expiry dates ranging from 2019 to 2060. As per Mexican
requirements for grant of tenure, the concessions comprising the San Dimas mine
have been surveyed on the ground by a licensed surveyor. All appropriate
payments have been made to the relevant authorities and the licenses are in good
standing. Primero has secured surface rights by either acquisition of private
and public land or by entering into temporary occupation agreements with
surrounding communities.

In
2013, the Mexican federal government introduced a mining royalty, effective
January 1, 2014, based on 7.5% of taxable earnings before interest and
depreciation. In addition, precious metals mining companies must pay a 0.5%
royalty on revenues from gold, silver and platinum.

Primero
holds the appropriate permits under local, State and Federal laws to allow
mining operations at the San Dimas mine. The main environmental permit is the
Licencia Ambiental Unica under which the mine operates its industrial
facilities. The mine and mill expansion of the San Dimas mine is also covered
by this permit. Other significant permits are those related to water supply and
water discharge rights. A waste pad project was commenced in 2013 for which both
the environmental impact study and the technical justification were approved by
the Secretaría de Medio Ambiente y Recursos Naturales and the Mexican
environmental protection agency. In addition, permits were received from the
Comisión Nacional de Agua regarding the Piaxtla River diversion that is part of
this waste pad project. As of March 2014, the rivers course has been diverted
through the new canal and the aquative life recovery had been achieved. The new
waste pad construction was completed in May 2014.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

Access

Access
to the San Dimas area is by air or road from the city of Durango. By road the
trip requires approximately ten hours. Primero maintains a de Havilland Twin
Otter aircraft and a helicopter, both of which are based at Tayoltita. Travel
from either Mazatlán or Durango to Tayoltita requires an approximate half hour
flight in the Twin Otter aircraft. Most of the personnel and light supplies for
the San Dimas mine arrive on Primeros regular flights from Mazatlán and
Durango. Heavy equipment and supplies are brought in by road from Durango.

Climate

The
climate of the San Dimas area is semi-tropical, characterized by relatively high
temperatures and humidity, with hot summers (maximum about 35 degrees Celsius)
and mild winters. At higher elevations in the Sierra, frosty nights occur in the
winter (November to March). The majority of the precipitation occurs in the
summer (June through September); however, tropical rainstorms during October to
January can result in considerable additional rainfall. The total average annual
rainfall varies from about 66 to 108 centimetres. Weather does not affect the
operations and mining is carried out throughout the year.

Local Resources and Infrastructure

Mining
at the San Dimas mine is done by a mixture of contract mining and Primero
personnel. Tayoltita is the most important population centre in the region with
approximately 8,000 inhabitants, including mining personnel, and the population
outside of this centre is sparse. Subsistence farming, ranching, mining and
timber cutting are the predominant activities of the regions population.

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Water
for the mining operations is obtained from wells and from the Piaxtla River.
Water is also supplied by Primero to the town of Tayoltita from an underground
thermal spring at the Santa Rita mine.

Electrical
power is provided by a combination of Primeros own hydro generation system 
Las Truchas  and the Mexican Federal Power Authority (MFPA).
Primero operates hydroelectric and back-up diesel generators, which are
interconnected with the FPCSS. Since the completion of the Las Truchas phase 2A
expansion in August 2014, the hydroelectric facility provides about 90% of the
total requirement of the San Dimas mine during four months of the year. During
the remaining eight months of the year, corresponding to the dry season, the
hydroelectric facility provides approximately 50% of the San Dimas power
requirements for operations and the rest is supplied by the FPCSS. The recent
Las Truchas phase 2A expansion has increased the power generation of the Las
Truchas facility from 50 GW to 75 GW per year.

The
main infrastructure of the San Dimas district consists of roads, a townsite, an
airport, the crushing and processing facilities of the Tayoltita mill, the old
San Antonio mill, the Tayoltita/Cupias and San Antonio tailings facilities, the
Las Truchas hydro generation facilities, a diesel power plant and the San Dimas
mine, which is divided into five blocks: West Block (San Antonio mine), Sinaloa
Graben Block, Central Block, the Tayoltita and Arana Blocks (Santa Rita mine).
The San Antonio mill and tailings facilities are currently under reclamation.
Primero holds sufficient surface rights to support the San Dimas mine
operations, and associated infrastructure. Environmental permits are required
from various federal, provincial, and municipal agencies, and are in place for
all current operations. No new permits are currently required for current
exploration activity and mining operations, but existing permit amendments are
required from time to time.

Physiography and Vegetation

The
San Dimas district is located in the central part of the Sierra Madre
Occidental, a mountain range characterized by very rugged topography with steep,
often vertical walled valleys and narrow canyons. Elevations vary from 2,400
metres above mean sea level (amsl) on the high peaks to elevations of 400
metres amsl in the valley floor of the Piaxtla River. Vegetation is dominated by
pines, junipers and, to a lesser extent, oaks at higher elevations while lower
slopes and valleys are covered with thick brush, cacti and grass.

History

Prior Ownership

The
San Dimas property contains a series of epithermal gold silver veins that have
been mined intermittently since 1757. Modern mining began in the 1880s, when the
American San Luis Mining Company acquired the Tayoltita mine and American
Colonel Daniel Burns took control of the Candelaria mine and began working in
the area, and has continued under different owners to the present. By 1940, the
San Luis Mining Company had acquired the Candelaria and the Contraestaca mines.

A
mining law introduced in 1959 in Mexico required the majority of a Mexican
mining company to be held by a Mexican entity and forced the sale of 51 percent
of the shares of the San Luis Mining Company to Mexicans. In 1961, the Minas de
San Luis S.A. de C.V. was formed and assumed operations of the mine. In 1978,
the remaining 49 percent interest was obtained by Luismin S.A. de C.V
(Luismin).

In
2002, Wheaton River Minerals Ltd. (Wheaton River) acquired the property and,
in 2005, Wheaton River merged with Goldcorp. Through its wholly-owned
subsidiary, Primero Empresa, Primero acquired the San Dimas mine from
subsidiaries of Goldcorp in August 2010.

Historical Exploration and Development Work

In
the San Dimas mining district there are historical records that mention workings
since 1757, but it was not until 1890 that there were formal operations by the
San Luis Mining Company and Mexican Candelaria Company. In 1904, the first
cyanide mill in Mexico was built at Tayoltita. By 1940, the Candelaria mine had
been mined out.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [34]

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In
the 1960s, higher grade discoveries led to the first deep drilling campaigns and
to the initial long tunnels. In 1975, the first 4.5 kilometre tunnel (deepest in
the district) was completed in the Tayoltita mine, this being an area where ore
discoveries such as the San Luis vein had taken place following the Favourable
Zone concept described under Deposits and Mineralization below, aided by
field geology. In the 1980s, American and Mexican groups commenced operations
that led to the first geophysical and geochemical exploration in the east
Tayoltita-Santa Rita block.

By
the late 1980s and early 1990s, the Favourable Zone concept and gold/silver
ratios supported by fluid inclusion and thermal fusion studies led to discovery
of the San Antonio and Santa Rita deposits. After acquisition of the whole
property by the Mexican group there was a significant reduction in exploration
activities throughout the whole mining district.

In
2002, foreign investment (mainly Canadian) returned and the operation was
acquired as a whole, which resulted in a substantial increase in drilling long
drillholes combined with the development of long tunnels perpendicular to the
general trend of veins. Examples of these tunnels include San Luis, Santa Anita
and Sinaloa Graben, where significant intersections and new high grade veins,
such as the Elia, Aranza, Victoria and Alexa, were discovered.

Geological Setting

Regional Geology

The
general geological setting of the San Dimas district includes two major volcanic
successions totalling approximately 3,500 metres in thickness, which have been
described the Lower Volcanic Group (LVG) and the Upper Volcanic Group (UVG)
and are separated by an erosional and depositional unconformity.

The
LVG is of Eocene age predominantly composed of andesites and rhyolitic flows and
tuffs and has been locally divided into six units. The LVG outcrops, along the
canyons formed by major westward drainage systems and has been intruded by
younger members of the batholith complex of granitic to granodioritic
composition.

The
Socavón rhyolite is the oldest volcanic unit in the district, its lower contact
destroyed by the intrusion of the Piaxtla granite.

The
overlying Productive Andesite is more than 750 metres in thickness and has been
divided into two varieties based on grain size, but of identical mineralogy. One
variety is fragmental (varying from a lapilli tuff to coarse agglomerate), and
the other has a porphyritic texture (one to two millimetres plagioclase
phenocrysts).

Above
the Productive Andesite, the overlying Camichin unit, composed of purple to red
interbedded rhyolitic and andesite tuffs and flows, is more than 300 metres
thick. It is the host rock of most of the productive ore shoots of Patricia,
Patricia 2, Santa Rita and other lesser veins in the Santa Rita mine.

The
Las Palmas Formation, at the top of the LVG, consists of green conglomerates at
the base and red arkoses and shales at the top, with a total thickness of
approximately 300 metres. This unit outcrops extensively in the Tayoltita area.
The lower contact between the LVG and the underlying Productive Andesite is
unconformable.

The
predominant plutonic events in the district resulted in intrusion of the LVG by
granitic to granodioritic intrusives, part of the Sinaloa composite batholith.

Other
intrusives cutting the LVG include the Intrusive Andesite, the Elena aplite and
the Santa Rita dacitic dikes. The even younger Bolaños rhyolite dike, and the
basic dikes intrude both the LVG and UVG. Intrusive activity in the western
portion of the Sierra Madre Occidental has been dated continuously from 102 to
43 million years. The UVG overlies the eroded surface of the LVG unconformably.

Local and Property Geology

In
the San Dimas district, the UVG is divided into a subordinate lower unit
composed mainly of lavas of intermediate composition called Guarisamey Andesite
and an upper unit called the Capping Rhyolite. The Capping Rhyolite is mainly
composed of rhyolitic ash flows and air-fall tuffs and is up to 1,500 metres
thick in the eastern part of the district; however, within most of the district
it is about 1,000 metres thick. The San Dimas district lies within an area of
complex normal faulting along the western edge of the Sierra Madre Occidental.
Compressive forces first formed predominantly east-west and east-northeast
tension gashes that were later cut by transgressive north-northwest striking
slip faults. The strike-slip movements caused the development of secondary
north-northeast faults, with right lateral displacement.

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Deposits and Mineralization

Deposits

The
deposits of the San Dimas district are high grade, silver-gold-epithermal vein
deposits characterized by low sulphidation and adularia-sericitic alteration.
They were formed during the final stages of igneous and hydrothermal activity
from quartz-monzonitic and andesitic intrusions.

Typical
of epithermal systems, the gold and silver mineralization at the San Dimas mine
exhibits a vertical zonation with a distinct top and bottom that the prior owner
of the mine termed the Favourable Zone. At the time of deposition, this
Favourable Zone was deposited in a horizontal position paralleling the erosional
surface of the LVG on which the UVG was extruded.

This
favourable, or productive, zone at San Dimas mine is some 300 metres to 600
metres in vertical extent and can be correlated, based both on stratigraphic and
geochronologic relationships, from vein system to vein system and from fault
block to fault block.

Mineralization

The
mineralization is typical of epithermal vein structures with banded and drusy
textures. Within the San Dimas district, the veins occupy east-west trending
fractures except in the southern part of Tayoltita where they strike mainly
northeast and in the Santa Rita mine where they strike north-northwest. The
veins were formed in two different systems. The east-west striking veins were
the first system developed, followed by a second system of north-northeast
striking veins. Veins pinch and swell and commonly exhibit bifurcation,
horse-tailing and sigmoidal structures. The veins vary from a fraction of a
centimetre in width to eight metres, but average 1.5 metres. They have been
followed underground from a few metres in strike length to more than 1,500
metres.

Three
major stages of mineralization have been recognized in the district: (1) early
stage; (2) ore forming stage; and (3) late stage quartz. Three distinct
sub-stages of the ore forming stage also have been identified, each
characterized by distinctive mineral assemblages with ore grade mineralization
always occurring in the three sub-stages: (1) quartz-chlorite-adularia; (2)
quartz-rhodonite; and (3) quartz-calcite.

The
minerals characteristic of the ore forming stage are composed mainly of white,
to light grey, medium to coarse grained crystalline quartz with intergrowths of
base metal sulphides (sphalerite, chalcopyrite and galena) as well as pyrite,
argentite, polybasite, stromeyerite, native silver and electrum.

The
ore shoots within the veins have variable strike lengths (five to 600 metres);
however, most average 150 metres in strike length. Down-dip extensions of ore
shoots are up to 200 metres but are generally less than the strike length.

Exploration and Drilling

Historically,
exploration of the Favourable Zone at San Dimas mine has been done both by
diamond drilling and by underground development work. Diamond drilling is
predominantly done from underground stations as both the rugged topography (i.e.
access to surface drill stations) and the great drilling distance from the
surface locations to the target(s) makes surface drilling both challenging and
expensive. All exploration drilling and the exploration underground development
work are done both in-house and by use of contractors.

Channel Sampling

While drilling and drifting are now the predominant methods of exploration, underground channel
sampling plays a large role in the estimation of current Mineral Resources.

Channel
samples are routinely taken every three metres in all development in vein, and
stoping is sampled every two rounds (six metres). Sample limits within the vein
are based on texture and mineralogy changes. No sample is more than 1.2 metres
in length and the minimum sample width is 0.2 metres. A second cut is taken
across the vein as a validation and the results averaged for grade control
purposes. A tarpaulin is laid down below the sample line. The samples are taken
as a rough channel along the marked line, ensuring that the unit is sampled in a
representative fashion, with large slabs being broken and sub-sampled. The total
sample which has collected on the tarpaulin is broken with a hammer, mixed and
quartered such that a two kilogram sample is bagged and labelled with sample
number and location details. Samples are dispatched to the Primero Tayoltita
Mine Laboratory (the TAY Lab) and samples received by 1:00 p.m. are reported
that day. Sketches of the face sampled are filed, showing samples physical
locations from surveying and the measured width of each sample. Since January
2012, approximately 1/3 of all channel samples and 100% of drillcore samples
were sent to the independent SGS laboratory in Durango. These samples had QA/QC
procedures applied and were of a standard that can be reliably used for
estimation of Mineral Resources. The vein mapping and channel sampling is
continually plotted on plans and both used for grade control and for Mineral
Resource estimation. In 2013 all channel samples collected and sent to SGS
laboratory in Durango (approximately 1/3) were subjected to QA/QC procedures.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [36]

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Drilling

All
drilling was previously termed exploration drilling and was intended to collect
data well away from the underground development that was intensively tested by
channel sampling. Commencing in 2011 drilling campaigns were designed to convert
Inferred Mineral Resources to Indicated Mineral Resources with new test new
targets designated as exploration drilling. The drilling conducted in 2014 is
shown in the following table.

Area
    Number of Drill Holes
    MetresCentral Block
    157
    30,483Sinaloa Graben
    69
    22,133Tayoltita
    18
    1,617Santa Rita
    19
    3,057West Block
    26
    4,555Total
    289
    66,724


Drill
holes are typically drilled to get the best intersection possible such that the
intersected width is as close as possible to the true width, while giving
vertical coverage. Drilling underground is achieved by drilling from one vein
development to another, or from specific drill stations. Holes are typically 200
to 250 metres long and generally between +/- 50 degrees in dip, while surface
drilling can be up to 700 metres deep. Generally, fans are drilled on multiple
sections from one set up. Since October 2011, samples have been sent for
analysis to the SGS laboratory in Durango and bulk density measurements have
been systematically taken on core samples.

2015 Exploration Program

The
San Dimas $5.0 million  delineation and mine exploration program for 2015 targets 8
veins and consists of 71 DDHs for 22,750 metres of diamond drilling, most of
them allocated for delineation and, as well as 1,900 metres of exploration
drifting and drilling pads. This San Dimas regional exploration program for 2015
includes approximately 2,700 metres of diamond drilling targeting 3 veins.

The
current main production area is located in a prolific central corridor that runs
south-west to north-east across the property. This central corridor historically
contains vein systems that are noted for their high-grade nature, above average
thickness and significant lateral extensions, although it is expected that a
higher percentage of production will come from Alexa and Victoria in the Sinaloa
Graben Block.

The
main target of the 2015 underground mine delineation and exploration program is
to replace the depleted Mineral Reserves. The largest portion of the delineation
drilling was planned for the Jessica, Perez, Victoria and Alexa vein systems in
the Central Block and Sinaloa Graben Block.

Mining Operations

The
San Dimas mine operation includes four underground gold and silver mining areas:
the West Block (San Antonio mine); the Sinaloa Graben Block; the Central Block
and the Arana Block (the Santa Rita mine). Vein thickness varies from 0.1 metres
to 8 metres with the average approximately 1.9 metres. Some veins have a strike
length of more than 1,500 metres. Vein dips vary from about 35o to
sub-vertical, the latter being decidedly more prevalent. The general mining
recovery factor is about 95%, while that for sill mining is about 75%.

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Typical
mining of the vein systems is by mechanized cut-and-fill and long hole, using
drill jumbos or jacklegs, pneumatic long hole drills and load-haul-dump
machines, with primary access provided by adits and internal ramps from an
extensive tunnel system under the steep, mountainous terrain.

Ground
conditions throughout most of the San Dimas operations are good. The need for
installation of ground support is assessed on an on-going basis as development
and stoping progresses. In flatter-dip vein areas where the stopes tend to be
wider, rock bolts and screen may be installed and low-grade pillars left for
support.

The
basis for ore haulage at San Dimas is load-haul-dump (LHD) equipment feeding either truck or rail
haulage to the mill at Tayoltita. Development waste is generally moved to stopes
as fill.

There
is one milling facility at Tayoltita to process the production from the active
mining areas in San Dimas. The Tayoltita mill has a conventional Merrill Crowe process flowsheet that employs crushing and grinding followed by cyanidation and zinc
precipitation for recovery of gold and silver. San Dimas operates a dry stack
tailings deposition facility, which has a minimum of 10 year life at the current
processing rate.

Recent Operating History for the San Dimas Mine

Since
2012, Primero has implemented a number of initiatives at San Dimas to increase
production, reduce costs and expand Mineral Reserves and Mineral Resources. In
the
three years to December 2014, gold equivalent production increased by 58%, as a
result of increased ore production and higher grades. Initiatives designed to
increase production, the introduction of long hole mining method, improving
productivity per man shift, controlling mining dilution, accelerating mine
development to increase the number of working faces, completing strategic tunnel
connections and enhancing mine planning.

During
the year ended December 31, 2014, San Dimas produced 161,170 gold equivalent
ounces, meeting the Primeros guidance range of 155,000 to 165,000 gold
equivalent ounces. Primero produced 126,059 ounces of gold and 6.15 million
ounces of silver, 13% and 2% higher, respectively, than 2013. Production at San
Dimas in 2014 was higher than 2013 primarily as a result of mining and
processing more ore.
Throughput in 2014 increased by approximately 17% over 2013, averaging 2,462 tonnes per day (TPD)
(based on 365 day availability), as a result of increasing long-hole production
(23% of total production), combined with the Companys mining optimization
program that was initiated in 2012. The optimization program has been successful
at reducing process inefficiencies, increasing throughput and improving mining
dilution.

Primero
generated strong operating cash flow and continued to invest in the San Dimas
mine with capital expenditures during 2014 of approximately $61 million.

2015 Development Plans

Primero
is currently in the engineering and procurement stages of the 3,000 TPD
expansion with construction planned to start in late first quarter of 2015.
Given that the first phase of the expansion of the San Dimas mine resulted in
operating beyond its nameplate capacity of 2,500 TPD, (in the fourth quarter of
2014 the mill operated in excess of 2,750 TPD), Primero is confident that the
expansion to 3,000 TPD could be completed earlier than the originally
anticipated date of mid-2016.

The
San Dimas underground development plan for 2015 assumes a similar development
rate and number of metres of advance as was achieved in 2014, being about 23
kilometres of drifting.

In
2015, San Dimas expects to produce between 175,000 and 185,000 gold equivalent
ounces up to 15% higher than 2014, achieved mainly on higher throughput.
Production is expected to ramp-up during the fourth quarter where milling capacity of 2,900 TPD is expected to be achieved.

Capital
expenditures during 2015 are expected to total approximately $41.4 million
excluding capitalized exploration costs. Underground development capital and
sustaining capital are expected to remain at similar levels to 2014 at approximately $26
million. The 2015 project capital includes the expenditure for the mill
expansion to 3,000 TPD ($8.5 million), investments in the site security system
($1.5 million), improvements to the tailings pipeline containment system ($1.4
million) and other projects ($4.0 million).

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Environmental Matters

During
the year ended December 31, 2014, Primero spent $3.6 million on capital projects
related to environmental protection, including the continued improvements to the
tailings pipeline, construction of a new waste rock dump, the installation of a
potable water treatment system in San Dimas and the construction of a hazardous
waste storage warehouse in Durango. Ultragen, engineering consultants
specialized in mechanical and piping designs, reviewed the tailings pipelines
condition and original design and recommended a series of modifications in order
to improve the safety and durability of the pipelines. The implementation of
these measures was started in late 2014 and will continue into 2015. In 2014 a
Technical Review and Risk Assessment of the Cupias tailing storage facility was
performed by Amec Foster Wheeler. The final assessment will be delivered in
early 2015.

The
San Dimas property is subject to a full closure plan and reclamation of the site
upon cessation of operations, which would involve all facilities currently being
used (mill, hydro plant, mines, surface infrastructure, power line, roads, dry
tailings). Primero has accrued a decommissioning liability consisting of
reclamation and closure costs for the San Dimas mine. The undiscounted cash flow
amount of the obligation was $31.1 million at December 31, 2014 and the present
value of the obligation was estimated at $9.4 million, calculated using a
discount rate of 7.75% and reflecting payments made during and at the end of the
mine life, which for the purpose of this calculation, Primero has assumed is in
19 years. In respect of the decommissioning liability, San Dimas mine expects to
incur $2.1 million in 2016 and $1.9 million in 2017 to remediate the historical
San Antonio tailings, with the remainder of the expenditures to be incurred
mainly at the end of the mine life.

Primero
is currently dealing with two past environmental liabilities: reclamation of old
San Antonio milling facilities and closure/reclamation of old San Antonio
(Contraestacas) tailings facilities. All work is expected to be completed in
2017.

San Antonio Tailings

Due
primarily to the exhausted capacity of the tailings dam, the San Antonio mill
was shutdown in 2003. The tailings dam site is located in a turn in a steep
walled river canyon downstream of the mill operation. The river has been
diverted through two tunnels which have been excavated in the canyon wall on the
inside of the river bend. A third tunnel for road access has been excavated and
also serves as an additional channel for the river in high flow periods. In the
2002 due diligence by Wheaton River, the San Antonio tailings dam was identified
as a risk to failure due to a low safety factor in the dam, risk associated with
an unknown hydrostatic head in the active tailings deposition area and possible
erosion due to a flood event in the adjacent river.

Since
the shutdown of the San Antonio mill operations, some of the risk has been
removed by elimination of the hydrostatic head in the dam and diversion of a
local drainage channel. It has been proposed that the dam safety factor be
increased by extending the concrete wall on the upstream side of the dam and
protection of the downstream side by covering it with mine waste rock. These
measures would also decrease the erosion potential of the tailings. Some of this
work was initiated while options to close and reclaim the tailings dam were
studied. DMSL received approval to reclaim the San Antonio dam by stabilizing
the tailings in their current location after the submission of an environmental assessment, which
demonstrated the validity of the plan. A scale model was
developed that, through a series of tests, determined the best design from the
hydraulic aspect and to determine if some of the design features needed to be
augmented. During 2007, in agreement with the design by Knight Piésold
(international geotechnical consultant), the emplacement of a rock filled berm
began with about 60% completed, however, the rains and lack of an access road
significantly affected progress. Further work was done in 2008 and subsequent
years.

Full
closure of the San Antonio old tailings facilities, which consists of completing
a downstream berm and spillway, will be completed in 2017.

Advance Pricing Agreement Ruling

******      
On October 17, 2011, Primero Empresa filed a formal application to the Mexican
tax authorities for an advance pricing agreement (APA) on the appropriate
price for sales of silver under the San Dimas Silver Purchase Agreement. In its
2010 and 2011 financial statements and income tax returns, Primero Empresa had
recorded revenue at the fixed price realized from Silver Wheaton Caymans SW
Caymans and computed income taxes on the same basis. On October 4, 2012, Primero
received a ruling from the Mexican tax authorities that confirmed the silver
pricing in Primero Empresas 2010 and 2011 income tax returns. Under Mexican tax
law, an APA ruling is generally applicable for up to a five year period. For
Primero this applies to the fiscal years 2010 to 2014. Assuming Primero Empresa
continues to sell silver under the San Dimas Silver Purchase Agreement on the
same terms and there are no changes in the application of Mexican tax laws
relative to the APA ruling, Primero Empresa expects to record revenues and pay
taxes based on realized prices for the life of the San Dimas mine.

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Mineral Reserve and Mineral Resource Estimates

See Technical Information  Summary of Mineral Reserves and Mineral Resources
for the estimated Mineral Reserves and Mineral Resources (silver only, 100%
attributable) for the San Dimas mine as ofDecember 31, 2014.

The
San Dimas mine is an established property with a long operating history and a
record of Mineral Reserve replacement, Mineral Resource conversion and
exploration success.

Primero
site geologists and engineers apply the most appropriate estimation methods
currently applicable at San Dimas and completed the Mineral Resource and Mineral
Reserve estimate. The vein wireframes were modeled along the vein contacts, and
were defined by structural geology, quartz veining mineral alteration and
channel and drillhole samples.

Prior
to year-end 2011, Primero and the previous owners of the San Dimas mine had
estimated all Mineral Resources and Mineral Reserves by polygonal methods, which
were then listed into a resource database. Many of these entries had not been
critically reviewed for some time and were not easily manipulated or tracked for
mining purposes.

In
the first quarter of 2012, Primero completed a review of the Mineral Reserve and
Mineral Resource estimation methodology used at San Dimas in order to assess
whether the use of other estimation methodologies might allow Primero to improve
mine planning and more accurately predict actual grade and, therefore,
production. As a result of this review, Primero changed its estimation
methodology from a polygonal to a block modeling approach for the main producing
veins, resulting in a reduction of the estimated Mineral Reserves and Mineral
Resources and reclassifying a substantial portion of Inferred Mineral Resources
to exploration potential.

To
better assist mine planning, Primero utilized the block modeling approach for
the main producing and newly discovered veins (18 veins in total at end-2012).
These veins, located in the Central Block and Sinaloa Graben, were removed from
the resource database for block modeling, which at end-2012 results in a total
of 236 entries remaining in the database. These remaining entries, comprised of
polygonal estimates and broad extrapolations, were initially reviewed by AMC and
Primero, jointly, and now make up a portion of the Inferred Mineral Resources.
As of end of 2013 there were 40 veins modelled into block models. In 2014
additional 17 veins were modelled, for a total of 57 veins.

In
2014, the block modelling approach was carried out with ordinary kriging
interpolation for the main vein systems and inverse distance squared
interpolation for the minor veins. The remaining veins outside of Mineral
Reserves were estimated using a polygonal method and included in Inferred
Resources. The Mineral Reserves and associated Mineral Resources were
constrained in 57 individual geological models based on wireframes of the
various veins. These wireframes were modelled along the vein contacts, and were
defined by gold and silver grades, structural geology, quartz veining and
mineral alteration. Grade estimation was performed on 3 metre long by 3 metre
high by 0.5 metre wide blocks. Grade capping was applied for some veins
supported by statistical analysis. Primero used a constant bulk density of 2.6
t/m3 for the estimation of the tonnes for all veins, which is 0.1 t/m3 lower
than the bulk density used in the previous years (2.7 t/m3).

Due
to the poor QA/QC results in 2011 and 2012, AMC was unable to classify any of
the Mineral Resources as a Measured Mineral Resource, but improved QA/QC methods
and practices commenced in 2012 and continued into 2013 and 2014 have allowed
for Measured Mineral Resources starting the 2013 Mineral Resources estimate.
Primero utilize an external laboratory for all drill samples and the channel
samples that are used in Mineral Resources and Reserve estimates. For the
block-modelled veins in 2014, Measured and Indicated Mineral Resources were
defined by combining several criteria such as a minimum of four drill holes
within 15 metres and 30 metres respectively, whereas Inferred Mineral Resources
were estimated with a minimum of 2 drill holes within 45 metres.

The QA/QC process involves assaying in an external laboratory (SGS in Durango),
the regular insertion of Standard Reference Materials and the regular insertion of Blank
materials. Diamond drill core of BTW, BQ and NQ diameter is cut in half and one
half is submitted to SGS, which is an ISO certified independent laboratory.
Sample intervals have an average length of 0.7 metres and, in general, they are
no longer than 1.5 metres, although occasionally slightly longer intervals were
used. In the laboratory, the samples are dried, crushed and pulverized to 85% of
the sample passing a 75 μm sieve. Gold is analyzed by 30g fire assay with atomic
absorption finish. Above 10g/t Au fire assay the gold is analyzed with
gravimetric finished. Silver is analyzed by atomic absorption. Above 300g/t fire
assay Ag is analyzed with gravimetric finish. For exploration drilling an extra
assay of ICP-OES 34 elements aqua regia digestion is done.

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Primero
has assumed that the current drill-jumbo and jackleg cut and fill mining methods
would continue to be practised at San Dimas, with respective minimum mining
widths of 3 metres and 1 metre. San Dimas has introduced the use of longhole
mining method rather than cut and fill on an increasing scale, with a minimum
mining width of 1.5 metres. Unplanned mining dilution on each side of the
planned mining width is assumed to be 0.2 metres for cut and fill and 0.3 metres
for longhole mining. For each mining method, 0.2 metres of fill floor dilution
has been assumed. Overall average dilution, planned and unplanned, is estimated
at 41%. For the veins upon which the year-end 2014 Mineral Reserve estimate is
based, the respective mined tonnes from jumbo, jackleg and longhole mining are
estimated at 19%, 43% and 36%, respectively. Other than for sill mining, average
recovery throughout each mining block for both cut and fill and longhole mining
has been assumed to be 95%. For sill pillars, which in the modelling process
have been assumed to be the 3 metres thickness at the top of the mining block
and immediately below the sill drive, a factor of 75% has been used.

Production Information

The following table summarizes 2008 to 2014 silver production from the San Dimas
mine:

Units
    2008
    2009
    2010
    2011
    2012
    2013
    2014Ore Processed
    (tonne)
    657,479
    673,311
    612,253
    662,612
    721,264
    766,930
    898,915Gold Grade
    (g/t)
    4.3
    5.4
    4.5
    3.9
    3.9
    4.7
    4.6Silver Grade
    (g/t)
    259
    249
    244
    226
    234
    258
    232Gold Recovery
    (%)
    97
    98
    97
    97
    97
    97
    94Silver Recovery
    (%)
    94
    95
    94
    96
    95
    95
    92Produced Gold
    (oz)
    86,682
    113,018
    85,429
    79,564
    87,900
    111,983
    126,059Produced Silver
    (oz)
    5,113,466
    5,093,385
    4,530,000
    4,602,846
    5,134,184
    6,054,360
    6,149,045


PEÑASQUITO MINE, MEXICO

The
Peñasquito mine is indirectly wholly-owned by Goldcorp. The Peñasquito mine is
an open pit mining operation located in north-central Mexico with two separate
process facilities, an oxide ore facility and a plant to process sulfide ore.
The oxide ore is processed through a heap leach/Merrill-Crowe facility that went
into production in February 2008. The first gold pour for the oxide circuit was
on May 10, 2008. Line 1 of the sulfide plant started operating in September 2009
and first concentrate was shipped November 2009. The Peñasquito mine achieved
commercial production in September 2010.

At
the Peñasquito Mine, Goldcorps gold production guidance for 2015 is expected to
be between 700,000 and 750,000 ounces. On a gold equivalent basis, production is
expected to be between 1.5 million and 1.6 million ounces. Gold equivalent
ounces are calculated using the following assumptions: $1,200 per ounce for
gold; by-product metal prices of $18 per ounce silver; $3.00 per pound copper;
$1.00 per pound zinc; and $0.95 per pound lead. By-product metals are converted
to gold equivalent ounces by multiplying by-product metal production with the
associated by-product metal price and dividing it with the gold price.

The following description of the Peñasquito mine is based on the information
disclosed in the annual information form of Goldcorp filed on March 17, 2015.
The Company QPs have approved the disclosure of scientific and technical
information in respect of the Peñasquito mine in this document.

Property Description and Location

The operating entity for the Peñasquito mine is an indirectly wholly-owned
Goldcorp subsidiary, Minera Peñasquito, S.A. de C.V. (Minera Peñasquito). Peñasquito is
situated in the western half of the Concepción Del Oro district in the northeast
corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the
city of Zacatecas.

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Mining at the Peñasquito mine commenced in 2010 and full production commenced in
2011. The Peñasquito mine is comprised of 19 mining concessions (45,753
hectares), held in the name of Minera Peñasquito. Concessions were granted for
durations of 50 years and a second 50-year term can be granted if the applicant
has abided by all appropriate regulations and makes the application within five
years prior to the expiration date. Obligations which arise from the mining
concessions include performance of assessment work, payment of mining taxes and
compliance with environmental laws. Duty payments for the concessions have been
made as required. Minimum expenditures, pursuant to Mexican regulations, may be
substituted for sales of minerals from the mine for an equivalent amount.
Goldcorp holds additional tenure in the greater Peñasquito mine area (within
about 200 to 300 kilometres of the Peñasquito mine infrastructure), which is
under application, is granted, or is part of joint ventures with third parties.

A two percent net smelter return royalty is payable to Royal Gold on production
from both the Peñasco and Chile Colorado pits which constitute the Peñasquito
mine. The Mexican Government has passed a new mining royalty, effective 1
January 2014, which will consist of a 7.5% mining royalty imposed on earnings
before interest, tax, depreciation and amortization (EBITDA). There is also an
additional 0.5% royalty on precious metals revenue (applicable to precious
metals mining companies) that will also be in effect as of January 1, 2014. In
2007, the Company acquired 25 percent of the silver produced by the Peñasquito
mine over the life-of mine for an upfront cash payment of $485 million and a per
ounce cash payment of the lesser of $3.90 and the prevailing market price
(subject to an inflationary adjustment commencing in 2011), for silver delivered
under the contract.

Environmental
liabilities are limited to those that would be expected to be associated with a
polymetallic mine, where productions occurs from open pit sources, and where
disturbance includes mining operations, roads, site infrastructure, heap leach,
and waste and tailings disposal facilities. A closure and reclamation plan has
been prepared for the mine site. Goldcorp holds the appropriate permits under
local, state and federal laws to allow for mining operations.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

There
are two access routes to the site. The first is via a turnoff from Highway 54
onto the State La Pardita road, then onto the Mazapil to Cedros State road. The
second access is via the Salaverna by-pass road from Highway 54 approximately 25
kilometres south of Concepción Del Oro. Within the Peñasquito mine, access is by
foot trails and tracks. The closest rail link is 100 kilometres to the west.
There is a private airport on site and commercial airports in the cities of
Saltillo, Zacatecas and Monterrey. Travel from Monterrey/Saltillo is
approximately 150 kilometres, about two hours to site. Travel from Zacatecas is
approximately 275 kilometres, about 3.5 hours to site.

Power
is currently supplied through the Mexican central grid from the Mexican Federal
Electricity Commission. On January 25, 2011, Goldcorp signed a power delivery
agreement with a subsidiary of InterGen, pursuant to which InterGen will
construct and operate a 220 megawatt gas-fired combined cycle power plant to
deliver 183 megawatts of supplied electricity to the Peñasquito mine and other
operations in Mexico for a minimum term of 20 years. Construction of the power
plant began in December 2012, with completion projected for the second quarter
of 2015. The transmission infrastructure is complete and only awaits the
commissioning of the power plant to begin supply to the Peñasquito Mine.

Process
and potable water for the Peñasquito mine is sourced from the Torres-Vergel well
field located six kilometres west of the Peñasquito mine and permits to pump up
to 35 million cubic metres per year from this source have been received. The
existing supply of groundwater is not sustainable in the long term and has
resulted in a reduction of plant throughput since 2013 due to lower than planned
volumes from the current infrastructure. In 2012 and 2013, expansion to the
current TorresVergel well field occurred. To allow plant production to return
to design levels, an additional groundwater source within the Cedros basin has
been identified. This area is named the Northern Well Field, and is
approximately 60 kilometres northwest of the Peñasquito mine and construction
took place during 2014 and is anticipated to be completed in mid-2015. Once
complete, the Northern Well Field is expected to meet the long-term water
requirements for the Peñasquito mine. Under the Mining Law in Mexico, the owner
of a mining concession is entitled to use the water extracted from the
Peñasquito mine in connection with exploration and mining activities. The
Peñasquito mine recycles almost 70 percent of the water it uses in the mining
process with the existing tailings facility.

There
is sufficient suitable land available within the Goldcorp mineral tenure for
tailings disposal, mine waste disposal, and mining-related infrastructure, such
as the open pit, process plant, workshops and offices. A skilled labour force is
available in the region where the Peñasquito mine is located and in the
surrounding mining areas of Mexico. Accommodation comprises a 1,900-bed camp with full dining,
laundry and recreational facilities. Fuel and supplies are sourced from nearby
regional centres such as Monterrey, Monclova, Saltillo and Zacatecas and imports
from the United States via Laredo.

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Mining
concessions give the holder the right to mine within the concession boundary,
sell the mining product, dispose of waste material generated by mining
activities within the lease boundary, and have access easements. Surface rights
in the vicinity of the Chile Colorado and Peñasco open pits are held by four
ejidos, as well as certain private owners. Goldcorp has signed current land use
agreements with three of the ejidos and the relevant private owners. Under
current agreements with the ejidos, payments are made to the ejidos on an annual
basis, in addition to certain upfront payments that have already been made.

In
2005, prior to construction of the Peñasquito mine, an agreement was negotiated
with the Cerro Gordo Ejido for the use of 600 hectares (approximately 1,483
acres) of surface land located within the confines of the proposed Peñasquito
mine site. These lands now include 60% of the mine pit area, a portion of the
waste rock facilities and explosive magazine storage area. The terms of the
agreement were based on comparable surface valuations in the region as well as
on similar agreements at the Peñasquito mine and other Mexican mining
operations. In 2009, the Cerro Gordo Ejido commenced an action against
Goldcorps indirectly owned subsidiary, Minera Peñasquito, S.A. de C.V. (Minera
Peñasquito) in Mexicos agrarian courts challenging the land use agreement.
Following a series of legal proceedings, the agrarian courts ruled on June 18,
2013, that the land use agreement was null and ordered the land to be returned
to the Cerro Gordo Ejido for payment of 2.4 million pesos. Constitutional claims
were filed in the First District Court of Zacatecas by the Cedros and Mazapil
Ejidos and a local transportation union. The State of Zacatecas filed its own
constitutional claim against the agrarian courts ruling.

Federal
criminal charges were filed against the agrarian judge who presided at the trial
of first instance which started in 2009 and several members of a prior Cerro
Gordo Ejido leadership committee who originally approved the land use agreement.
The Attorney General issued an assurance measure protecting the status of the
disputed lands pending conclusion of the related criminal investigation. The
assurance measure granted Minera Peñasquito sole custody of the disputed lands.
Goldcorp filed with the office of the Secretaría De Desarrollo Agrario
Territorial y Urbano (SEDATU) documentation to expropriate the disputed lands.
Settlement discussions facilitated by the Mexican federal government commenced
in June 2014 and in March 2015 a definitive settlement agreement was reached
fully resolving the dispute. Concurrently, Minera Peñasquito and the Cerro Gordo
Ejido entered into a new thirty year surface land use agreement for the 600
hectares. Both the settlement agreement and new surface land use agreement have
been ratified by the agrarian court. At no time during the dispute were
operations at the Peñasquito mine impacted.

The
climate is generally dry with precipitation being limited for the most part to a
rainy season in the months of June and July. Annual precipitation for the area
is approximately 700 millimetres, most of which falls in the rainy season. The
Peñasquito mine area can be affected by tropical storms and hurricanes which can
result in short-term high precipitation events. Temperatures range between 20
degrees Celsius and 30 degrees Celsius in the summer and zero degrees Celsius to
15 degrees Celsius in the winter. Mining operations can be conducted
year-round.

The
Peñasquito mine is situated in a wide valley bounded to the north by the Sierra
El Mascaron and the south by the Sierra Las Bocas. Except for one small outcrop,
the area is covered by up to 30 metres of alluvium. The terrain is generally
flat, rolling hills; vegetation is mostly scrub, with cactus and coarse grasses.
The prevailing elevation of the property is approximately 1,900 metres above sea
level.

History

The
earliest recorded work in the Peñasquito mine consists of excavation of a
shallow shaft and completion of two drill holes in the 1950s. Kennecott Canada
Explorations Inc. through its Mexican subsidiary, Minera Kennecott S.A. de C.V.
(Kennecott) acquired initial title to the Peñasquito mine and commenced
exploration in 1994. Regional geochemical and geophysical surveys were
undertaken in the period 1994 to 1997. This work led to the early discovery of
two large mineralized diatreme breccia bodies, the Outcrop (Peñasco) and Azul
Breccias. Kennecott completed 250 rotary air blast (RAB) drill holes (9,314
metres) to systemically sample bedrock across the entire Peñasquito mine area
which resulted in the discovery of the Chile Colorado silver-lead-zinc-gold
zone. A total of 72 reverse circulation and core drill holes (24,209 metres)
were sited to test mineralization at the Outcrop Breccia, Azul Breccia, and
Chile Colorado zones.

In
1998, Western Copper Holdings Ltd. (Western Copper) acquired a 100 percent
interest in the Peñasquito mine from Kennecott. Western Copper completed a nine
hole (3,185 metres) core drilling program and 13.4 line kilometres of tensor
controlled source audio frequency magnetollurics geophysical survey work the
same year. Exploration efforts were focused on the Chile Colorado zone and the Azul Breccia
pipe targets. Western Copper optioned the property to Minera Hochschild S.A.
(Hochschild) in 2000. Hochschild completed 14 core holes (4,601 metres),
eleven of which were sited into the Chile Colorado anomaly, but subsequently
returned the property to Western Copper. From 2002 to 2009, Western Copper
completed an additional 874 core and reverse circulation drill holes (496,752
metres) and undertook a scoping-level study, a pre-feasibility study, and a
feasibility study in 2003, 2004, and 2005 respectively. The feasibility study
was updated in 2006. Under the assumptions in the studies, the Peñasquito mine
returned positive economics. In 2003, Western Copper underwent a name change to
Western Silver Corporation (Western Silver). Glamis acquired Western Silver in
May 2006, and the combined company was subsequently acquired by Goldcorp in
November 2006.

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During
2005, a drill rig was used to perform geotechnical field investigations to
support the design of the heap leach facility, waste rock piles, tailings
impoundment and process plant. Standard penetration tests were performed.
Construction in the Peñasquito mine commenced in 2007. In October 2009, the
first lead and zinc concentrates were produced and concentrate shipment to
smelters commenced with first sales recorded in November 2009.

Geological Setting

Regional Geology

The
regional geology is dominated by Mesozoic sedimentary rocks, which are intruded
by Tertiary stocks of intermediate composition (granodiorite and quartz
monzonite), and overlain by Tertiary terrestrial sediments and Quaternary
alluvium. The Mesozoic sedimentary rocks comprise a 2.5 -kilometre thick series
of marine sediments deposited during the Jurassic and Cretaceous Periods with a
2,000-metre thick sequence of carbonaceous and calcareous turbiditic siltstones
and interbedded sandstones underlain by a 1,500-metre to 2,000-metre thick
limestone sequence.

Local Geology

The
Mesozoic sedimentary rocks of the Mazapil area were folded into east-west
arcuate folds during the Laramide orogeny. End-Laramide extension was
accommodated by northwest-, northeast- and north-striking faults,
contemporaneous with deposition of Tertiary terrestrial sediments in
fault-bounded basins. Tertiary granodiorite, quartz monzonite, and
quartzfeldspar porphyry were also intruded during this period of extension.
Current topography reflects the underlying geology, with ranges exposing
anticlines of the older Mesozoic rocks, while valleys are filled with alluvium
and Tertiary sediments overlying synclinal folds in younger Mesozoic units.
Tertiary stocks and batholiths are better exposed in the ranges. Two diatreme
pipes, Peñasco and Brecha Azul, intrude the Caracol Formation shales in the
centre of the Mazapil valley, and form the principal hosts for known
gold-silver-lead-zinc mineralization at Peñasquito. The breccia pipes are
believed to be related to quartzfeldspar porphyry stocks beneath the Peñasquito
mine area. The current bedrock surface is estimated to be a minimum of 50 metres
(and possibly several hundred metres) below the original paleo-surface when the
diatremes were formed. The brecciated nature of the host rock indicates that the
diatremes explosively penetrated the Mesozoic sedimentary units and it is likely
that they breached the surface; however eruption craters and ejecta aprons have
since been eroded away. Alluvium thickness averages 30 metres to 50 metres at
Peñasquito, and this cover obscured the diatremes apart from one small outcrop
of breccia near the center of the Peñasco diatreme, rising about five metres
above the valley surface. The single outcrop near the center of the Peñasco pipe
contained weak sulphide mineralization along the south and west side of the
outcrop, representing the uppermost expression of much larger mineralized zones
below.

Property Geology

Peñasco
and Brecha Azul are funnel-shaped breccia pipes, which flare upward, and are
filled with brecciated sedimentary and intrusive rocks, cut by intrusive dikes.
The larger diatreme, Peñasco, has a diameter of 900 metres by 800 metres
immediately beneath surface alluvial cover, and diatreme breccias extend to at
least 1,000 metres below surface. The Brecha Azul diatreme, which lies to the
southeast of Peñasco, is about 500 metres in diameter immediately below
alluvium, and diatreme breccias also extend to at least 1,000 metres below
surface. Porphyritic intrusive rocks intersected in drilling beneath the
breccias may connect the pipes at depth. Polymetallic mineralization is hosted
by the diatreme breccias, intrusive dikes, and surrounding siltstone and
sandstone units of the Caracol Formation. The diatreme breccias are broadly
classified into three units, in order of occurrence from top to bottom within
the breccia column, which are determined by clast composition: sediment-clast
breccia, mixed-clast (sedimentary and igneous clasts), and intrusive-clast
breccias. Sedimentary rock clasts consist of Caracol Formation siltstone and
sandstone; intrusion clasts are dominated by quartz-feldspar porphyry. For the
purposes of the geological block model, the sediment-clast and mixed-clast
breccias were combined into one unit, and are distinguished from the
intrusion-clast breccia. A variety of dikes cut the breccia pipes and the immediately adjacent clastic wall-rocks. These dikes
exhibit a range of textures from porphyry breccia, to quartzfeldspar and
quartz-eye porphyries, to porphyritic, to aphanitic micro breccias. For the
block model they are combined into a single intrusive domain.

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The
Peñasco and Brecha Azul diatremes are considered to represent breccia-pipe
deposits developed as a result of Tertiary intrusion-related hydrothermal
activity. Alteration, mineral zoning, porphyry intrusion breccia clasts, and
dykes all suggest the diatreme-hosted deposits represent distal mineralization
some distance above an underlying quartzfeldspar porphyry system. Such deposits
commonly exhibit structural influence from graben faults or faulting related to
cauldron subsidence. The Peñasco and Brecha Azul diatremes lie along a
northwest-trending system of subvertical fractures within the central axis of
the broad northwest oval of sericitepyritequartzcalcite alteration. This may
reflect the orientation of the porphyry intrusion underlying the known
mineralization. Both of the breccia pipes lie within a hydrothermal alteration
shell consisting of a proximal sericitepyritequartz (phyllic) alteration
assemblage, distal sericitepyritequartzcalcite assemblage, and peripheral
chloriteepidotepyrite (propylitic) alteration halo. A halo of generally lower
grade disseminated zincleadgoldsilver mineralization lies within the
sericitepyritequartzcalcite assemblage surrounding the two breccia pipes.

Exploration

Exploration
activities on the Peñasquito mine have included geological mapping, reverse
circulation and core drilling, ground geophysical surveys, mineralization
characterization studies and metallurgical testing of samples. Petrographic
studies and density measurements on the different lithologies have also been
carried out. Much of this work has been superseded by the data obtained during
the drilling programs that support the Mineral Resource and Mineral Reserve
estimates and by data collected during mining operations.

From
2006 to 2013, Goldcorp completed 286 core and 93 reverse circulation exploration
drill holes, plus 46 metallurgical, 40 geotechnical, 298 condemnation, and 26
in-fill drill holes supporting the Mineral Resource estimate. An updated
feasibility study was completed, mining was commenced (2007), the first doré was
produced (2008), mechanical completion of the first mill/flotation line (50,000
tonnes per day) (2009) and production and shipment of the first concentrates
were produced and shipped (2009).

A
deep exploration drilling program was conducted between 2011 and 2014 to test
for the presence of sulphide manto and skarn-hosted mineralization at depth. The
exploration target was to define mineralization that might be able to support
potential underground development adjacent to and/or between the Peñasco and
Brecha Azul diatreme pipes. Manto and skarn-hosted mineralization was
intercepted starting at 900 metres below the surface. Potentially significant
skarn- and breccia- hosted mineralization was located between the Brecha Azul
and Peñasco diatremes. There is also potential for additional deposit styles
within the extensive Peñasquito Project, including base metal skarns and
porphyry-related disseminated deposits in geological settings. Exploration for
these mineralization styles is ongoing.

The
exploration programs completed to date are appropriate to the style of the
deposits and prospects within the Peñasquito mine and support the genetic and
geological interpretations.

Mineralization

Both
the Peñasco and Chile Colorado deposits are centered on diatreme breccia pipes,
the Peñasco diatreme at Peñasco, and the Brecha Azul diatreme at Chile Colorado.
The diatremes contain and are surrounded by coalesced halos of disseminated,
veinlet and vein-hosted sulphides and sulphosalts containing silver and gold.
Mineralization consists of disseminations and veinlets and veins of various
combinations of medium to coarse-grained pyrite, sphalerite, galena, and
argentite. Sulphosalts of various compositions are also abundant in places,
including bournonite, jamesonite, tetrahedrite, polybasite, pyrargyrite,
stibnite, rare hessite, chalcopyrite and molybdenite. Gangue mineralogy includes
calcite, sericite, and quartz, with quartz, rhodochrosite, fluorite, magnetite,
hematite, pyrite, garnets (grossulariteandradite) and chloriteepidote.
Carbonate is more abundant than quartz as a gangue mineral in veins and
veinlets, particularly in the crackle breccia that occurs commonly at the
diatreme margins.

Mantos-style
sulphide replacements of carbonate strata have been identified within the
Caracol Formation adjacent to the diatreme pipes, beneath the clastic-hosted
disseminated sulphide zones. They consist of semi-massive to massive sulphide
replacements of sub-horizontal limestone beds, as well as
structurally-controlled cross-cutting chimney-style, steeply dipping, fracture
and breccia zones filled with high concentrations of sulphides. The sulphides
are generally dominated by sphalerite and galena, but also contain significant
pyrite. Gangue minerals (commonly carbonates) are subordinate in these strata-replacement mantos and
cross-cutting chimneys. Stratiform and chimney mantos are characterized by their
very high zinc, lead, and silver contents, with variable copper and gold
contributions.

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A
new style of CopperGoldSilverZincLead garnet skarn mineralization with
dissolution breccias has been identified at depth between the Peñasco and Brecha
Azul diatremes. Mineralization identified to date occurs within the Indidura,
Cuesta del Cura and the TaraisesLa Caja Formations. The main trend of this
mineralization is northwestsoutheast, with the best grades located between the
diatremes. The skarn has horizontal dimensions of approximately 1,000 metres by
1,200 metres and is open at depth. This polymetallic mineralization is hosted by
garnet skarn and associated breccias, mainly as chalcopyrite, sphalerite, gold,
and silver. Gangue minerals consist of pyrite, calcite, garnet, and magnetite.
The garnet skarns are often surrounded by halos of hornfels, especially in
siliciclastic units, and/or marble and recrystallized limestone in carbonate
units. The deep exploration programs have also identified quartz feldspar
porphyry with strong sericite-pyrite-quartz-calcite and potassic alteration,
which contain occasional veinlets of quartz with molybdenite, and veins with
secondary biotite and magnetite disseminated in the wall rocks.

Drilling

In
2014, Peñasquito mine completed 22,044 metres of exploration drilling. Drilling
completed on the Peñasquito mine area for the period 1994 to 2014 comprises
1,462 drill holes totalling 711,891 metres. Drilling has focused on the
exploration and delineation of three principal areas: the Chile Colorado Zone,
the Brecha Azul Zone and the Peñasco Zone.

Reverse
circulation drilling was conducted using down-hole hammers and tricone bits,
both dry and with water injection. Some reverse circulation drilling was
performed as pre-collars for core drill holes. Core drilling typically recovered
HQ size core (63.5 millimetres diameter) from surface, then was reduced to NQ
size core (47.6 millimetres) where ground conditions warranted. Metallurgical
holes were typically drilled using PQ size core (85 millimetres).

Any
break in the core made during removal from the barrel was marked with a colour
line. When breakage of the core was required to fill the box, edged tools and
accurate measure of pieces to complete the channels was the common practice to
minimize core destruction. The end of every run was marked with a wooden tick
and the final depth of the run. Core was transferred to wooden core boxes,
marked with up and down signs on the edges of the boxes using indelible pen.
The drill hole number, box number and starting depth for the box was written
before its use, whilst end depth were recorded upon completion. All information
was marked with indelible pen on the front side of the box and also on the
cover. All core from the Goldcorp drill programs has been processed on site.
Core boxes were transported to the core shed by personnel from the company that
was managing the drill program, or the drilling supervisor.

Geotechnical Drilling

Oriented
core drilling for geotechnical purposes was performed in 2004 with eight core
holes completed in the area of the planned Chile Colorado pit and three core
holes in the planned Peñasco pit area for a total 11 core holes (4,126 metres).
Core holes were oriented at an angle of 60 degrees to the horizontal and were
sited to intersect the November 2005 design basis pit wall one-third of the
ultimate wall height above the base of the final pit level. Core hole diameters
were typically HQ3 (61 millimetres diameter) but were telescoped down to NQ3 (45
millimetres) if difficult drilling conditions were encountered. Core was
recovered in a triple tube core barrel assembly. Core recovery for the
Peñasquito mine drilling programs averaged 97 percent. Sample recoveries were
not routinely recorded for reverse circulation holes.

Drilling,
in the period 2010 to 2014, has comprised 26 drill holes (8,400 metres). Six of
these holes were sited in the Chile Colorado pit and the remainder was drilled
for support of the Peñasco pit. Holes ranged in dip from vertical to 65 degrees
and were either HQ3 or PQ3 in size. The drill holes were sited to provide
geotechnical information for pit phase designs and for support of potential
modification of pit wall slope angles in selected pit sectors. A total of 68
laboratory triaxial tests of intact rocks were performed and 52 direct shear
tests to estimate the unconfined strength of the intact rock. An additional
target was obtaining information on the bedding planes within the Caracol
Formation. The RQD model was updated with the recent drill information, and a
total of 1,211 holes were used. A total of 1,348 holes and 13 geomechanical
cells were used to construct the bedding model. The additional drilling in 2014
provided data on the internal pit phase designs planned for the Peñasco pit,
primarily to test the north and west pit sectors.

Metallurgical Drilling

Metallurgical
drilling was first performed between 2003 and 2006, with 13 holes (4,016 metres)
completed. Holes averaged 310 metres in depth. An additional 28 core holes were
drilled from 2006 to 2012, consisting of 28 holes (15,375 metres), which were typically 550 metres long. There was no
additional metallurgical drilling in 2014.

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Geological and Geotechnical Logging

Logging
of reverse circulation drill cuttings and core utilizes standard logging
procedures. Logs record lithologies, breccia type, fracture frequency and
orientation, oxidation, sulphide mineralization type and intensity, and
alteration type and intensity. In July 2013, digital logging was implemented.
Logs are stored on the mine server in an exploration database. Information
recorded includes lithology, alteration, minerals, structural features,
oxidation description, and vein types. Core is photographed and core photographs
are retained on the mine server. Video is recorded from drill collar to toe;
these digital files are stored on hard disc. Geotechnical logging for pit design
purposes is typically completed at three metre intervals, and recorded on
compact discs. For site location purposes, geotechnical logging includes sample
descriptions, Standard Penetration Test blow counts, sample numbers and visual
classifications based on the united soil classification system. From 2010
onwards, all geotechnical logging has been stored in an acQuire database.

Collar Surveys

Collar
surveys have been performed by a qualified surveyor since 2002. Since
preparation for mining operations commenced in 2007, all surveys have been
performed using digital global positioning system instruments. All drill hole
collars are identified with a concrete monument, allowing all drill holes to be
identified at a later date. The monument is placed directly over the hole collar
on completion of each drill hole.

Down-hole Surveys

Down-hole
surveys are completed by the drilling contractor using a single shot, through
the bit, survey instrument. Drill holes are surveyed on completion of each hole
as the drill rods are being pulled from the hole. Use of a gyroscopic survey
instrument began in 2012, when Silver State Survey was contracted. In the first
800 metres of any drill hole, Silver State Survey takes a measurement at 50
metre intervals and at the end of the drill hole.

Deposit Drilling

Drill
hole spacing is generally on 50 metre sections in the main deposits spreading
out to 400 metre spaced sections in the condemnation zones. Drill spacing is
wider again in the areas outside the conceptual pit outlines used to constrain
Mineral Resources. Drilling covers an area of approximately 11 kilometres east
to west by seven kilometres north to south with the majority of drill holes
concentrated in an area 2.1 kilometres east to west by 2.8 kilometres north to
south.

Drilling
is normally perpendicular to the strike of the mineralization. Depending on the
dip of the drill hole, and the dip of the mineralization, drill intercept widths
are typically greater than true widths.

Sampling and Analysis

Peñasquito
mine project staff has been responsible for sample collection, core splitting,
run-of-mine assaying, preparation of samples, storage and security from
inception to date. All analyses of exploration drill-hole and surface samples
are performed by certified off-site analytical laboratories.

Reverse
circulation drill cuttings are sampled at intervals of two metres. The material
is split at the drill into several portions of 12 kilograms or less. A handful
of rock chips from each sample interval is collected and logged by experienced
onsite geologists. Data from the drill logs is entered digitally into files for
computer processing. From mid-2013, all data are entered digitally into the
database.

The
standard sample interval is two metres. Some samples are limited to geological
boundaries and are less than two metres in length. Logging is completed at the
drill site prior to splitting. Splitting of the core is supervised by the
geologist who logged the core in order to ensure sampling integrity. For
condemnation drill holes, core is assayed every 2 metres out of 20 metres unless
geologic inspection dictates otherwise. A senior Goldcorp geologist examines the
core, defines the primary sample contacts, and designates the axis along which
to cut the core. Special attention is taken in veined areas to ensure
representative splits are made perpendicular to, and not parallel to, veins.

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Standard
reference material samples and blanks are inserted in a documented sequence into
the sample stream going to the assay laboratory. Cut samples are bagged and
numbered in polyethylene bags. Groups of 20 sample bags are placed in larger
bags and labelled with the name and address of the laboratory, and the number
and series of samples that are contained within the bag. A Peñasquito mine truck
transports the sacks approximately once per week to the ALS Chemex laboratories
in Guadalajara, Mexico. ALS Chemex was responsible for sample preparation
throughout exploration and infill drilling phases through its non-accredited
sample preparation facilities in Guadalajara. All samples were dispatched to the
ALS Chemex Vancouver, Canada laboratory facility for analysis, which, at the
time the early work was performed, was ISO-9000 accredited for analysis; the
laboratory is currently ISO-17025 certified and is independent of Goldcorp. The
umpire (check) laboratory is Acme Laboratories in Vancouver, which holds
ISO-9000 accreditations for analysis. SGS Mexico has also been used for check
analyses, which holds ISO/IEC 17025:2005 certification. The run-of-mine
laboratory is not certified.

Blanks
and standard reference materials have been used in sampling programs by
Goldcorp. The seven standard reference materials were prepared by Metcon
Research, Tucson, Arizona from Peñasquito mine mineralization. Blank samples
comprise non-mineralized limestones from the general Peñasquito mine area.
Goldcorp acquired eight new standard reference materials in December 2009 which
consist of Peñasquito core prepared by SGS and submitted to round-robin analyses
by several certified laboratories. Blank samples utilized since 2013 consist of
crushed non-mineralized sandstone from reverse circulation holes drilled in 2011
to the north of the Peñasquito mine area.

Blast
holes are sampled as whole-hole samples by an experienced sampler. Samples are
taken with an engineered corer on a specified pattern on the production
drillhole debris cone. Blasthole samples are approximately seven kilograms.

During
2008, Goldcorp staff completed a total of 1,229 specific gravity measurements on
drill core. An additional 127 bulk density measurements were also available from
Dawson Metallurgical Laboratories Inc. Utah. Specific gravity data were then
used to assign average bulk specific gravity values by lithology. From 2011, a
standard procedure was implemented, whereby a density sample, 20 centimetres in
length, was taken every 20 metres from core holes. Core is coated, and the
specific gravity measured using the water displacement method. The operation
continues to measure and add to the data base to ensure specific gravity is
accurately measured for Mineral Resource and Mineral Reserve estimation.

A
number of independent data checks have been performed, in support of
feasibility-level studies, and in support of technical reports, producing
assessments of the database quality on the Peñasquito mine. No significant
problems with the database, sampling protocols, flowsheets, check analysis
program, or data storage were noted. Goldcorp performed sufficient verification
of the data and database to support Mineral Resources and Mineral Reserves being
estimated.

Security of Samples

Entry
of information into databases utilizes a variety of techniques and procedures to
check the integrity of the data entered. Digital drill-hole logging was
implemented in mid-2013 using acQuire software. Assays received electronically
from the laboratories are now imported directly into the database. Analytical
certificates received since 2010 are stored in the database and are validated
via the acQuire software. Drill-hole collar and down-hole survey data were
manually entered into the database prior to 2013. Since initiation of digital
logging and full implementation of the acQuire database in 2013, the collar and
down-hole surveys are imported into the database using acQuire. Data are
verified on entry to the database by means of built-in program triggers within
the mining software. Checks are performed on surveys, collar co-ordinates,
lithology data, and assay data.

Paper
records have been archived for all assay and quality assurance and quality
control data, geological logging and bulk density information, down-hole and
collar coordinate surveys. All paper records were filed by drill-hole for rapid
location and retrieval of any information desired. Assays, down-hole surveys,
and collar surveys were stored in the same file as the geological logging
information. Sample preparation and laboratory assay protocols from the
laboratories were also monitored and kept on file. Exploration data are
appropriately stored on a mine server, and data are regularly backed up by the
Peñasquito mine IT department.

Historically,
sample security was not generally practiced at the Peñasquito mine during the
drilling programs, due to the remote nature of the site. Sample security relied
upon the fact that the samples were always attended or locked at the sample
dispatch facility. Sample collection and transportation have always been
undertaken by Goldcorp or laboratory personnel using company vehicles. Drill
samples are picked up at site by ALS Chemex, prepared to a pulp in Guadalajara,
Mexico, and sent by ALS Chemex via air to the ALS Chemex analytical laboratory
in Vancouver, Canada. Chain of custody procedures consist of filling out sample
submittal forms that are sent to the laboratory with sample shipments to make certain that all samples are received by the laboratory.
Assay pulps and crushed reject material are returned by ALS Chemex to Goldcorps
core shack in Mazapil for storage. Drill core is stored in wooden core boxes on
steel racks in the buildings adjacent to the core logging and cutting
facilities. The core boxes are racked in numerical sequence by drill hole number
and depth, and coarse rejects in plastic bags are stored in cardboard boxes on
steel racks in a separate locked building. The coarse reject boxes are labelled
and stored by sample number.

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Typically,
drill programs included insertion of blank, duplicate and standard reference
material samples. The quality assurance and quality control program results do
not indicate any problems with the analytical programs; therefore the gold,
silver, and base metal analyses from the core drilling are suitable for support
of Mineral Resource and Mineral Reserve estimation.

Mineral Reserve and Mineral Resource Estimates

See
Technical Information  Summary of Mineral Reserves and Mineral Resources for
the estimated Mineral Reserves and Mineral Resources (silver only, 25%
attributable) for the Peñasquito mine as of December 31, 2014.

Risk
factors that can affect the Mineral Reserve estimates are: metal prices and
exchange rate assumptions; mining, process and operatingcost assumptions;
availability of water sufficient to support the mine design and process plant
throughput rate assumptions; ability to permit and construct the second tailings
dam by the end of 2017; social licence to operate being maintained; and any
additional modifications to the proposed changes to the taxation and royalty
regime.

To
support declaration of Mineral Reserves, Goldcorp prepares an economic analysis
to confirm that the economics based on the Mineral Reserves over the mine life
repays life-of-mine operating and capital costs. The mine was evaluated on an
after-tax free cash flow basis.

Risk factors that can affect the Mineral Resource estimates are: metal prices
and exchange rate assumptions; assumptions which are used in the LG shell
constraining Mineral Resources, including mining, processing and general
administrative costs; metal recoveries; geotechnical and hydrogeological
assumptions; and assumptions that the operation will maintain the social licence
to operate.

Mining Operations

Mining Method

Peñasquito
mine is a conventional, large scale, truck-and-shovel open pit mining operation.
For 2015, the operation is scheduled to mine 52 million tonnes of ore, with
total material movement of 244 million tonnes. The operation is expected to
benefit from the availability of a new water pipeline in 2015 and the mine
schedule reflects an average throughput rate of 115,000 tonnes per day for the
remainder of the mine life. The current mine plan is based on the 2014 Mineral
Reserve estimates, and is expected to produce oxide and sulphide material to be
processed through the existing heap leach facility and sulphide plant
respectively over a 12-year mine life (2015 to 2026).

A
stockpiling strategy is currently practiced. The mine plan considers the value
of the blocks mined on a continuous basis combined with the expected
concentrates quality. From time to time ore material with a NSR profit value
between $0.05 and $5.00 is stockpiled to process first higher-value ore. In some
instances, the ore is segregated into stockpiles of known composition to allow
for blending known quantities of material at the stockpile as required by the
mill/customer. Stockpiling at the Peñasquito mine also allows for forward
planning for ore quality to ensure optimal mill performance and consistent gold
production to match, within the normal bounds of expected variability, the mine
plan.

The
final pit will have one contiguous outline at surface but will consist of two
distinct pit bottoms, one on the Peñasco Zone and one on the Chile Colorado
(Brecha Azul) zone. Open pit mining is undertaken using a conventional
truck-and-shovel fleet. Drill patterns range from nine metres by nine metres in
overburden to 4.3 metres by five metres in sulphide ore. The heap leach ore
drill pattern is being adjusted as needed to ensure rock fragmentation of about
127 millimetres to 152 millimetres for effective leaching.

Metallurgical Process

The
Peñasquito mine consists of a leach facility that processes a nominal 25,000
tonnes per day of oxide ore and a sulphide plant that processes a nominal
115,000 tonnes per day of sulphide ore. Mine construction commenced in 2007.
Ore placement on the heap leach pad began in February 2008. On
April 8, 2008, ore leaching was initiated and the first gold pour occurred on
May 10, 2008. In October 2009, the first lead and zinc concentrates were
produced and concentrate shipment to smelters commenced with first sales
recorded in November 2009.

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Oxide Ore

Run-of-mine
oxide ore is delivered to the heap leach pile from the mine by haul trucks. Lime
is added to the ore, prior to addition of the ore to the pad. Ore is placed in
ten metre lifts, and leached with cyanide solution. Pregnant leach solution is
clarified, filtered, and de-aerated, then treated with zinc dust to precipitate
the precious metals. The precipitated metals are subsequently pressure filtered,
and the filter cake smelted to produce doré.

For
2014, a total of 3,053,039 metric tonnes was heap leached with an average grade
of 0.42 grams per tonne of gold and 12.00 grams per tonne of silver for a total
of 36,561 ounces of gold and 931,641 ounces of silver produced. Metallurgical
recoveries averaged 56% for gold, and 24% for silver.

Sulphide Ore

Run-of-mine
sulphide ore is delivered to the crusher dump pocket from the mine by 290 tonne
rear-dumphaul trucks. The crushing circuit is designed to process up to 148,000
tonnes per day of run-of-mine sulphide ore to 80 percent passing 159
millimetres. The crushing facility initially consisted of a gyratory crusher
capable of operating at 92 percent utilization on a 24-hour-per-day,
365-days-per-year basis.

For
2014, a total of 39,913,128 metric tonnes of ore with an average grade of 0.65
grams per tonne of gold, 26.78 grams per tonne of silver, 0.56% zinc and 0.25%
lead was processed through the sulphide plant facility, for a total of 531,188
ounces of gold, 24,875,499 ounces of silver, 329,695,200 pounds of zinc, and
152,266,344 pounds of lead produced (payable metal). Metallurgical recoveries
averaged 71% for gold, 79% for silver, 80% for zinc, and 74% for lead.

Metallurgical Opportunities

Two upside opportunities have been identified, and evaluations of these
opportunities are ongoing. The pre-feasibility studies for the CEP and Pyrite
Leach Process were essentially complete at the end of 2014 and are undergoing
internal review. A US Patent for the CEP was filed during the first quarter of
2014. The preliminary economic results continue to demonstrate the economics of
these projects and their potential to increase the mine life at Peñasquito. The
two projects are being integrated as they enter the feasibility study phase,
which is expected to commence by the end of the first quarter of 2015 and be
completed in early 2016.

Concentrate Enrichment Process

Due
to the complex nature of the orebody, the lead concentrate can contain
relatively high levels of copper, arsenic and antimony. Goldcorp has evaluated
processes for treatment of the copper concentrate for selective removal of
arsenic and antimony and is developing a process for this purpose whereby
arsenic and antimony would be removed from the copper concentrate, with antimony
recovered separately, and a potentially marketable copper concentrate,
containing gold and silver, would be produced.

Pyrite Leach

The
Peñasquito deposit contains gold, silver, lead, and zinc. Gold is primarily
recovered into a lead concentrate, with recoveries typically in the 65 percent
to 70 percent range. The majority of unrecovered gold is associated with pyrite,
which is not recovered by the current flotation process.

To
increase overall gold (and silver) recovery, an evaluation is underway to assess
the economic viability of leaching a pyrite concentrate, which will be recovered
from the current zinc flotation tailing. This concentrate can subsequently be
ground and leached with cyanide to recover a portion of its precious metal
content.

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Camino Rojo Project Synergies

At
the Camino Rojo Project, located approximately 50 kilometres from the Peñasquito
mine, the focus of ongoing pre-feasibility study work will continue on the
evaluation of the project as a supplemental ore source to the existing
Peñasquito mine facility, in addition to a small, stand-alone oxide heap leach
plant. This approach has the potential to generate the highest rate of return
given the significantly lower capital costs versus building a separate
processing facility at Camino Rojo Project.

Due
to the positive pre-feasibility study results for the CEP and Pyrite Leach
Process projects, in combination with the revised approach to the development of
Camino Rojo, the focus in 2015 will be on the completion of a revised mine plan
for the Peñasquito mine that incorporates all three projects over the life of
the Peñasquito mine. Goldcorp believes that this revised mine plan demonstrates
strong potential to significantly increase the value of Peñasquito and
materially extend its mine life.

Markets / Contracts

Goldcorp
currently has an operative refining agreement with Met Mex Penoles for refining
of doré produced from the Peñasquito mine. Goldcorps bullion is sold on the
spot market, by marketing experts retained in-house by Goldcorp. The terms
contained within the sales contracts are typical and consistent with standard
industry practice, and are similar to contracts for the supply of doré elsewhere
in the world. Part of the silver production is forward-sold to the Company.

The
markets for the lead and zinc concentrates from the Peñasquito mine are
worldwide with smelters located in Mexico, North America, Asia and Europe.
Metals prices are quoted for lead and zinc on the London Metals Exchange and for
gold and silver by the London Bullion Market Association. The metal payable
terms and smelter treatment and refining charges for both lead and zinc
concentrate represent typical terms for the market and qualities produced by the
Peñasquito mine. In addition to the forward sales contract for silver production
with the Company, Goldcorp has entered into sales and collar option agreements
for the base metals volumes in relation to Peñasquito mine concentrate sales.

Taxes

The
income tax rate applicable to corporations in Mexico was increased from 28
percent to 30 percent effective January 1, 2014. In addition, a tax-deductible
mining royalty of 7.5 percent on earnings before the deduction of interest,
taxes, depreciation and amortization, as well as an additional 0.5 percent
royalty on precious metals revenue (applicable to precious metals mining
companies) are effective January 1, 2014.

Environment

Various
baseline studies, with respect to water, air, noise, wildlife, forest resources
and waste and materials have been completed. Environmental permits are required
by various Mexican Federal, state and municipal agencies, and are in place for
project operations. The initial project environmental impact assessment was
authorized on December 18, 2006. This initial document was prepared based on a
production rate of 50,000 tonnes per day. Additional impact assessments for
extensions or modifications to increase permitted capacity to 150,000 tonnes per
day have been filed and approved since 2008. Reviews of the environmental
permitting, legal, title, taxation, socio-economic, marketing and political
factors and constraints for the Peñasquito mine support the declaration of
Mineral Reserves.

Exploration and Development

Exploration
potential remains under the current open pits, and may support underground
mining; such an alternative is under consideration through planned
conceptual-level engineering studies. The skarn and mantos mineralization
identified at depth may also support a potential underground operation; studies
are also planned to investigate this option. Currently no underground Mineral
Resources or Mineral Reserves are declared. In 2014, regional geophysical
surveys were carried out, and this information is currently being assimilated
into a regional geology model for identification of potential exploration
targets.

In
2015, exploration at the Peñasquito mine will continue to focus on defining the
copper-gold, sulphide-rich skarn mineralization located below and adjacent to
the current Mineral Reserves. The skarn geologic potential model will be
incorporated into the existing resource model to determine what parts of the
deposit would require higher drilling density for conversion to resource. Following identification of these
areas, the drilling would then commence. Drilling will also test other targets
on the property.

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Production Information

The following table summarizes 2008 to 2014 silver production (100% basis) from
the Peñasquito mine:

Oxides
    Units
    2008
    2009
    2010
    2011
    2012
    2013
    2014ProducedPayable Gold
    (oz)
    20,000
    83,200
    78,399
    55,800
    42,669
    62,300
    36,600Produced
    (oz)
    1,356,000
    2,600,000
    3,006,262
    1,891,000
    1,420,300
    1,684,100
    931,600Payable SilverSulphidesProduced
    (oz)
    
    
    89,800
    198,300
    368,594
    341,500
    531,200Payable GoldProduced
    (oz)
    
    
    10,946,400
    17,154,500
    22,284,558
    20,763,300
    24,875,500Payable Silver


PASCUA-LAMA PROJECT, BORDER OF CHILE AND ARGENTINA

The
following description of the Pascua-Lama project is based on the information
disclosed in the annual information form of Barrick filed on March 27, 2015. The
Company QPs have approved the disclosure of scientific and technical
information in respect of the Pascua-Lama project in this document.

General Information

The
Pascua-Lama property is located in the Frontera District in Chiles Region III
and Argentinas San Juan Province. It straddles the Chile-Argentina border and
is approximately 150 kilometres southeast of the city of Vallenar, Chile, 380
kilometres by road northwest of the city of San Juan, Argentina and
approximately 10 kilometres from the Veladero mine. The total project area
consists of approximately 45,500 hectares in Chile and Argentina. The Chilean
part of the deposit, which is at an elevation of approximately 4,300 to 5,250
metres above sea level, was acquired by Barrick through its acquisition of Lac
Minerals in 1994. Lac Minerals acquired its interest in the property from Bond
Gold International in 1989. Exploration on the property dates back as far as
1977. With respect to the portion of the project located in Argentina, Barrick
acquired certain of the mining concessions that form part of the project in
1995. It acquired the remaining project mining concessions through its
acquisition of Exploraciones Mineras Argentinas S.A. from Minera S.A. in 1997.

In
both Chile and Argentina, Barrick, through its wholly-owned Chilean subsidiary,
Compañia Minera Nevada SpA (CMN), and its wholly-owned Argentinean subsidiary,
Barrick Exploraciones Argentina S.A. (BEASA), owns the mining property in the
project area. The mining rights have no expiry date, provided the applicable
annual land payments are made.

The
legislatures of both Chile and Argentina completed the ratification of a Mining
Treaty between the two countries in 2000. The Specific Additional Protocol for
the Pascua-Lama project under the Mining Treaty was signed into law by both
countries in the third quarter of 2004. The Pascua-Lama project is within the
area subject to the Mining Treaty (the Protocol Area) and the project is
entitled to enjoy the benefits to cross-border mining operations that are
granted by the Mining Treaty. An increase in the size of the Protocol Area has
been requested to include certain additional project-related infrastructure.
This request has been approved by Chile and is expected to be approved by
Argentina in due course. In April 2009, the authorities of Chile and Argentina
reached an agreement specific to the Pascua-Lama project, which avoids double
taxation for the project under the rules of the Mining Treaty. The provisions of
the April 2009 agreement remain in force despite the termination of several
double taxation treaties by Argentina in 2012, including the general 1976 double
taxation treaty with Chile.

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The
Pascua-Lama property area is characterized by high mountain ranges and deep
valleys with natural slopes of 20 to 40 degrees. Surface material consists of
rock outcrops, alluvial and colluvial materials, which are primarily gravel,
sand, silt and clay. Vegetation is sparse. The area is considered to have a
sub-arid, sub-polar, mountain climate. During the winter months, extreme weather
may create a challenging operating environment. Recognizing this issue, the
potential impact of extreme weather conditions, to the extent possible, will be
incorporated into the projects operating plan. Access to the property is
pursuant to a combination of public highways and private roads from both,
Vallenar, Chile and San Juan, Argentina.

Primary
road access in Chile initially was via a 126 kilometre public road (route C 485
and route C 489) from the city of Vallenar, through the town of Alto del Carmen
and several small communities to the Barrick property and 44 kilometres on
Barrick private road to the Protocol Area access control point at Tres
Quebradas. In January 2013, the project completed the upgrade of approximately
60 kilometres of an existing public road from Punta Colorada and the
construction of 48 kilometres of new road to join the road from Alto del Carmen
which runs to the Barrick property. Once inside the Protocol Area the road
continues an additional 23 kilometres up to the entry to the mine site at La
Mesa.

Primary
access in Argentina will be by public highways to Tudcum, some 200 kilometres
north of the San Juan Province capital city of San Juan and from there 157
kilometres on an existing private road to the access gate to Barrick ́s Veladero
mine, and another 30 kilometres through the Veladero property to the Protocol
Area. Once inside the Protocol Area, the road continues another five kilometres
to the process plant site.

Sufficient surface rights have been obtained for current operations at the
property.

Development

Construction
on the Pascua-Lama project began in October 2009. During the fourth quarter of
2013, Barrick announced the temporary suspension of construction at the
Pascua-Lama project, except for those activities required for environmental and
regulatory compliance. Barrick had previously suspended construction activities
on the Chilean side of the project, except for those activities deemed necessary
for environmental protection, during the second quarter of 2013 as a result of
the issuance of a preliminary injunction. The suspension of construction in
Chile and Argentina has postponed and reduced near-term cash outlays, and will
allow Barrick to proceed with development at the appropriate time. The ramp-down
was completed on schedule and budget in mid-2014 and the project is now on care
and maintenance.

In
2015, Barrick anticipates expenditures of approximately $170 to $190 million for
the project, including approximately $140 to $150 million (which is expected to
be expensed) for care and maintenance, including water management system costs
as discussed in further detail below, and approximately $30 to $40 million
(which is expected to be capitalized) for other project costs, including those
related to permit obligations in Argentina and Chile. Barrick is preparing new
business and execution plans to optimize remaining construction activities at
the Pascua-Lama project. If that plan aligns with Barricks capital allocation
objectives and demonstrates an acceptable return on invested capital of at least
15 percent, the Company will consider resuming development of Pascua-Lama. A
decision to re-start development will also depend on more certainty regarding
legal and permitting matters. For more information about these matters, see  
Environment. Certain additional permits and authorizations will be required
for the construction, operation and/or closure of project facilities at
Pascua-Lama in both countries.

Independent
of any re-start considerations, Barrick is engineering the permanent water
management system and assessing the permitting requirements for construction
with Chilean regulators. The engineering studies indicate that an increase in
the capacity of the water management system will be required above the volume
approved in the projects Chilean environmental approval. Barrick expects to
commence the permitting process for the new water management system in mid-2015.

In
2009, Barrick entered into the Pascua-Lama Silver Purchase Agreement with the
Company whereby it sold the equivalent of 25% of the life-of-mine Pascua-Lama
silver production from the later of January 1, 2014 or completion of project
construction, and 100% of silver production from the Lagunas Norte, Pierina and
Veladero mines until that time. Barrick initiated the closure of the Pierina
mine in August 2013 and does not anticipate significant silver production from
that mine in future years. In return, Barrick was entitled to an upfront cash
payment of $625 million payable over three years from the date of the agreement,
as well as ongoing payments in cash of the lesser of $3.90 (subject to an annual
inflation adjustment of 1% starting three years after project completion at
Pascua-Lama) and the prevailing market price for each ounce of silver delivered
under the agreement. Barrick received the final cash installment payment of
$137.5 million in 2012. Barrick had provided the Company with a completion
guarantee, requiring Barrick to complete Pascua-Lama to at least 75% design capacity by December 31, 2015. In 2014, the
Company agreed to extend the completion date for Pascua-Lama to June 30, 2020
and will continue to receive silver production from the Lagunas Norte, Pierina
(now in closure) and Veladero mines until March 31, 2018. If the requirements of
the completion guarantee have not been satisfied by June 30, 2020, the agreement
may be terminated by the Company, in which case the Company will be entitled to
the return of the upfront cash consideration paid less a credit for silver
delivered up to the date of that event. At December 31, 2014, the remaining cash
obligation was $341 million.

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Barrick
is aware of a number of actions that have been initiated against the Province of
San Juan in Argentina relating to approvals granted in respect of or actions
affecting the Pascua-Lama project. Barrick is not a party to such actions and
has limited information with respect to the nature or status of the claims or
complaints. In addition, certain other complaints and actions relating to the
project have been brought against subsidiaries of Barrick. In 2011,
Mountain-West Resources Inc. (MWR) issued a series of false and misleading
press releases in which MWR falsely claimed that the Chilean portion of the
Pascua-Lama project is not owned by Barrick but is instead owned by a third
party who had granted MWR an option to acquire 50% of that property. Barrick has
advised MWR that these statements are false and misleading, and has vigorously
opposed all attempts by MWR and its associates to interfere or otherwise
challenge the ownership and possessory rights of Barrick or its subsidiaries
that are needed to develop the Pascua-Lama project. Based on the information
currently available to Barrick, none of these actions or complaints is believed
to present a significant risk to the development of the Pascua-Lama project.

In
2007, the Huascoaltinos Agricultural Community filed a petition against the
State of Chile before the Inter-American Commission on Human Rights (IACHR)
claiming that certain of the Communitys rights under the American Convention of
Human Rights had been violated as a result of, amongst other things, the States
issuance of certain environmental approvals relating to the project. Barrick is
not a party to the proceedings and Barrick believes that the petitioners claims
are without merit. Depending on the decision reached by the IACHR, the IACHR
could, amongst other things, potentially impose precautionary measures on the
State or recommend alterations to the conditions under which the project was
approved or reopen its environmental review. Any such decision could limit or
suspend Barricks ability to develop the project, and could potentially affect
Barricks ability to complete the project as it is currently designed.

In
December 2013, the Province of San Juan, Argentina adopted a new provincial law
that creates a registry of approved local suppliers to be administered by the
provincial mining ministry. In order to be designated as a local supplier, a
company must be based and domiciled in the Province of San Juan, and must also
hire 80% of its work force from the Province of San Juan. The new law requires
mining companies conducting exploration or exploitation activities in the
Province, such as Barrick, to allocate 75% of their annual purchases or
contracts to such local suppliers. Barrick is continuing to evaluate a possible
judicial or administrative challenge to the new law.

In
April 2011, the Argentinean government implemented import controls on a greater
number of goods. Delays associated with these import controls have the potential
to affect certain aspects of Pascua-Lamas operations, such as maintenance and
new construction that are dependent on imported goods. Barricks activities at
Pascua-Lama were not impacted by these measures in 2014.

In
December 2014, Chiles president proposed labor law reforms that would
strengthen the rights, agreements and collective bargaining ability of labor
unions in the country. Barrick is evaluating the potential impact of the
proposed legislation on the Pascua-Lama project.

Geology

The
Pascua-Lama property is located in the high Andean Mountains, in what has been
designated as the Eastern Belt of Hydrothermal Alteration. The gold, silver and
copper mineralization at Pascua-Lama is part of a mineralized acid sulfate
system that was structurally controlled within intrusive and volcanic rock
sequences of Upper Paleozoic and Middle Tertiary age.

Basement
rocks in the Pascua-Lama area are dominated by a multiphase granite pluton that
may be a slightly younger upper Permian or lower Triassic phase of the Permian
Guanaco Sonso sequence of intrusive and volcanics. In the deposit area, the
granite intrudes older diorites and volcanic pyroclastic units and is, in turn,
intruded by diorite stocks and dykes of mid-Tertiary Bocatoma age. During
Tertiary time, all of the previously described rocks were cut by sub-vertical
fault zones and hydrothermal breccias located at complex fault intersections.

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Numerous
breccias bodies occur in the Esperanza, Quebrada de Pascua and Lama areas. At
the surface, these breccias vary in size from outcrops measured in centimetres
up to hundreds of metres. Typically the breccias show a strong correlation to
zones of intersection of two or more major structural zones. Breccia Central,
the large inter mineral breccia pipe, occurs in the Quebrada de Pascua area. On
the surface, this breccia body is about 650 metres long and up to 250 metres in
width, while underground, between 200 and 400 metres below the surface, the
composite body measures about 550 metres in length and up to 130 metres in
width. It extends to at least 700 metres below surface. This well mineralized
breccia pipe is evidence of an explosive hydrothermal event related to the
formation of the Quebrada de Pascua ore deposit. Breccia Oeste and Breccia Sur
are the two large post mineralization breccias pipe complexes located in the
mine area. Oriented north/south along the Breccia Oeste fault zone in the
Esperanza area, the Breccia Oeste pipe measures up to 500 metres long, up to 150
metres wide, and extends up to 300 metres below surface.

Mineral Reserve and Mineral Resource Estimates

See
Technical Information  Summary of Mineral Reserves and Mineral Resources for
the estimated Mineral Reserves and Mineral Resources (silver only, 25%
attributable) for the Pascua-Lama project as of December 31, 2013.

Mining and Processing

The
Pascua-Lama project is designed as a large-scale open pit operation centered at
an elevation of 4,800 metres with processing facilities having an initial
designed throughput capacity of 45,000 tonnes per day. The current design plan
calls for non-refractory oxide ore that is produced by the mine to be subject to
cyanide leaching and refractory sulfide ore to be subjected to flotation prior
to cyanide leaching of the flotation tailings. Both ore types will need to be
ground and washed. The plan calls for development of the processing facilities
to be staged to reflect changes to the composition of the ore over the mine
life. The designed facility would produce doré bullion and gold/silver/copper
flotation concentrates.

The
planned plant would consist of primary crushing, wet grinding in autogenous
mills, ball milling, CCD washing, pre-aeration, oxygen assisted cyanide
leaching, CCD thickening for pregnant solution recovery, neutralization, cyanide
detoxification, precipitation using Merrill-Crowe, retorting, smelting and
tailings deposition. For the treatment of the refractory ore, a flotation
circuit will be added. The processing plant is designed to operate 24 hours a
day, 365 days per year. The average design throughput would be approximately
2,000 tonnes per hour. Based on existing reserves and the designed production
capacity, the expected mine life would be approximately 25 years.

Until
permanent power is required at site, temporary construction power will be
provided by diesel generator. The temporary construction generators will be
suitable for use as emergency back-up generators during operations in the event
of a primary power failure. Permanent electrical power for the project will be
provided by a single circuit 220 kV 106 kilometre line from a main substation
connected to the Chile main Central Interconnected grid System (SIC) near Punta
Colorada (Coquimbo Region) to a substation near the Protocol Area Access Control
point in Chile. From there, separate 220 kV lines will be provided for power
supply to the substations located at the process plant in Argentina (47
kilometres) and the mine facilities in Chile (23 kilometres). The construction
of the primary power supply system was completed in mid-2013.

Environment

The
Pascua-Lama project environmental permit was submitted to both Chilean and
Argentine authorities in 2000. The Pascua-Lama project received conditional
Environmental Impact Assessment (EIA) approval from appropriate authorities in
Chile in April 2001 and, in December 2004, CMN submitted a second EIA in respect
of modifications of the project. CMN received conditional approval of the EIA
from Chilean environmental regulatory authorities in February 2006. In San Juan
Province, BEASA submitted an Environmental Impact Report (Informe de Impacto
Ambiental, IIA) in 2000 to support the environmental approval process for the
Argentine components of the project. In 2004, BEASA developed an updated IIA
assessing the cumulative environmental impacts of the Pascua-Lama project and
the nearby Veladero mine. BEASA received conditional approval of the project
from the San Juan, Argentina environmental regulatory authority in December
2006. Under Argentine law BEASA is required to update the IIA at least every two
years. To date, BEASA has submitted four IIA updates, with the last update
submitted on March 14, 2014.

The
environmental impacts of Pascua-Lama were reviewed during the course of the
Argentine and Chilean environmental assessments. CMN and BEASA have developed
environmental management plans addressing the key environmental aspects of the
project for construction and operation phases. Most of the ore and waste rock to
be excavated from the open pit is defined as potentially acid generating due to
its geochemical characteristics. In the upper Estrecho valley in Chile where the waste rock is planned to be
stockpiled, project development plans include a water management system to
divert non-contact waters around the waste rock facility and to collect and
treat any drainage from the waste rock. Treated water would be utilized in the
mine for industrial purposes (mainly fugitive dust control) and discharged
within environmental and sectorial standards to the Río Estrecho.

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Operational
failures occurred in December 2012 and January 2013 in the projects non-contact
water management system. CMN reported these instances of non-compliance to
Chiles environmental regulator (the Superintendencia del Medio Ambiente or
SMA). In May 2013, CMN received a resolution from the SMA (the SMA
Resolution) that requires Barrick to complete the water management system in
accordance with the projects environmental permit before resuming construction
activities in Chile, and also required CMN to pay a $16 million administrative
fine. Barrick paid the fine in May 2013 and submitted a compliance plan to the
SMA to complete the water management system, subject to regulatory approval of
specific environmental and sectorial permit applications. In June 2013, a group
of local farmers and indigenous communities challenged the adequacy of the fine
imposed by the SMA Resolution and requested more severe sanctions against CMN.
On March 3, 2014, the Chilean Environmental Court annulled the SMA Resolution
and remanded the matter back to the SMA for further consideration in accordance
with its decision. A new resolution from the SMA could include more severe
sanctions against CMN such as a material increase in the amount of the fine
above the approximately $16 million paid by Barrick in May 2013 and/or the
revocation of the projects environmental permit. The Environmental Court did
not annul the portion of the SMA Resolution that required Barrick to halt
construction on the Chilean side of the project until the water management
system is completed in accordance with the environmental permit. On December 30,
2014, the Chilean Supreme Court issued a ruling in which it declined to consider
CMNs appeal of the March 3, 2014 decision of the Environmental Court on
procedural grounds. The SMA did not file a challenge to the Environmental
Courts decision. As a result of the Supreme Courts ruling, the SMA will now
reevaluate the administrative fines it imposed on the Pascua-Lama project.

As
described above, the engineering studies for the projects permanent water
management system indicate that an increase in the capacity of system will be
required above the volume approved in the projects Chilean environmental
approval. Barrick expects to commence the permitting process for the new water
management system in mid-2015 (see   Development).

Even
if the projects water management system is completed to the satisfaction of the
SMA, a decision to re-start construction will still be contingent upon improved
project economics and the resolution of other outstanding legal proceedings (see
 Development above). In addition to the challenge to the SMA Resolution
referenced above, the group of local farmers that brought an environmental
damage claim against CMN may appeal a March 23, 2015 decision of the
Environmental Court that found that the Pascua-Lama project has not damaged
glaciers in the project area.

CMN
initiated a review of the baseline water quality of the Río Estrecho in August
2013 as required by a July 15, 2013 decision of the Court of Appeals of Copiapo,
Chile. The purpose of the review is to establish whether the water quality
baseline has changed since the project received its environmental approval in
February 2006 and, if so, to require CMN to adopt the appropriate corrective
measures. Such actions could include changes to the manner in which the water
quality of the Río Estrecho is measured as well as potentially significant
modifications to the projects environmental monitoring and water management
systems, as determined by the relevant Chilean environmental authorities. CMN
has requested that certain aspects of its environmental approval relating to
water quality be held in abeyance while this review is ongoing. This request
remains under consideration by Chiles environmental authorities.

On
March 4, 2015, Chiles environmental minister and members of the Chilean
legislature reached an agreement to propose a new glacier protection law in the
current legislative session that, among other provisions, would recognize
certain types of glaciers in that country as environmental reserves and prohibit
commercial activity in the vicinity of those reserves. Under the proposed law,
mining projects will be subject to new permitting, monitoring and other
regulatory requirements relating to glaciers. It is contemplated that certain
elements of the proposed law, including the requirement to monitor and mitigate
environmental damage to glaciers, could apply retroactively to certain existing
environmental approvals. Barrick is evaluating the potential impact of the
proposed legislation on the Pascua-Lama project.

The process plant in Argentina will be designed to utilize sodium cyanide to
recover gold and silver from the ore. The process plant and tailings storage
facility have been designed to prevent process solutions from being released to
surface water or groundwater. The design calls for these facilities to be lined
and to include seepage detection and collection systems. The design of these
facilities will include treatment through a cyanide destruction circuit.
Management procedures for cyanide handling, monitoring and transportation in
accordance with the International Cyanide Management Code are being implemented
for the project.

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Barrick
is working with the Argentine authorities to improve the quality of discharge
water that flows from a partially completed underground tunnel connecting the
Chilean and Argentine sides of the project. The tunnel water is being
neutralized prior to discharge, and work includes improved desiltation and
sedimentation, discharge storage, and the installation of a water treatment
plant that is expected to be operational in 2016.

On
September 30, 2010, the National Law on Minimum Requirements for the Protection
of Glaciers was enacted in Argentina, and came into force in early November
2010. The federal law bans new mining exploration and exploitation activities on
glaciers and in the peri-glacial environment, and subjects ongoing mining
activities to an environmental audit. If such audit identifies significant
impacts on glaciers and peri-glacial environment, the relevant authority is
empowered to take action, which according to the legislation could include the
suspension or relocation of the activity. In the case of the Pascua-Lama
project, the competent authority is the Province of San Juan. In late January
2013, the Province announced that it had completed the required environmental
audit, which concluded that Pascua- Lama has not impacted glaciers or
peri-glaciers. Barrick has challenged the constitutionality of the federal
glacier law before the National Supreme Court of Argentina, which has not yet
ruled on the issue.

At
December 31, 2014, the recorded amount of estimated future reclamation and
closure costs that were recorded under International Financial Reporting
Standards (IFRS) as defined by IAS 37, and that have been updated each
reporting was approximately $120.7 million.

Exploration, Drilling and Analysis

As
of December 31, 2014, the drill hole database used to support the development of
mineral resources for the Pascua-Lama property contains 1,222 reverse
circulation holes, 300 diamond drill core holes, 282 underground diamond drill
core holes, 1,785 underground channel samples, 577 surface channel samples, 204
metallurgical samples and 20 muck samples. The gold and silver resources have
been estimated from representative samples taken from 330,971 metres of reverse
circulation holes, 82,288 metres of diamond drill holes, 66,980 metres of
underground diamond drill holes, 16,496 metres of underground channel samples
and 16,254 metres of channel samples. The drill hole spacing is variable,
approximately 30 to 50 metres in the Esperanza area and 50 to 80 metres in the
Pascua area. No exploration drilling is currently planned for 2015.

Drill
samples collected for use in geologic modeling and mineral resource estimation
are under the direct supervision of the geology department at Pascua-Lama. All
drill hole collar, survey and assay information used in modeling and resource
estimation are externally and internally verified and approved by the staff
geologists prior to entry into the mine-wide database. Sample preparation and
analyses are conducted by independent laboratories in Santiago, Chile.
Procedures are employed to ensure security of samples during their delivery from
the drill rig to the laboratory. The quality assurance procedures, data
verification and assay protocols used in connection with drilling and sampling
on the Pascua-Lama property conform to industry accepted quality control
methods.

Regular
internal auditing of the mineral reserve and mineral resource estimation
processes and procedures are conducted.

Royalties and Taxes

Pursuant
to federal legislation which implemented law 24.196 in May 1993, and Provincial
legislation adhering to the same, operating mines are required to pay to the
Provincial government a royalty of up to 3% Boca Mina for minerals extracted
from Argentinean soil. This Boca Mina is defined as the sales value of the
extracted minerals less certain permitted expenses. In addition, Barrick is
obligated to pay a gross proceeds sliding scale royalty on gold produced from
the Pascua-Lama properties located in Chile ranging from 1.433% to 9.555% and a
1.91% net smelter royalty on copper produced from the properties. In addition, a
step-scale 5% or 7.5% gross proceeds royalty on gold produced and a sliding
scale net smelter royalty of 0.5% to 6% on all products other than gold and
silver is payable in respect of certain portions of the property located in
Argentina, not currently included in the mine plan. The sliding scale and
step-scale royalties on gold increase with rising spot gold prices.

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In
2002, as an emergency measure, Argentina adopted a 5% export duty on certain
mineral products, including gold. At the time, the duty was described as
temporary. Should such export duty continue to be in place at the time that
Barrick commences production from Pascua-Lama, only production from ore
extracted in Argentina will be subjected to such duty.

In
October 2011, the Argentinean government issued Decree 1722, which requires
crude oil, natural gas, and mining companies to repatriate and convert all
foreign currency revenues resulting from export transactions into Argentine
pesos. A bank transaction tax of 0.6% will apply to the subsequent conversion of
pesos to foreign currencies in transactions that would otherwise have been
executed using offshore funds.

In
September 2013, Argentina adopted a new 10% tax on dividends paid by Argentine
entities to individuals and non-resident investors. Barrick believes that this
withholding tax is not applicable to dividends to be paid by the Argentine side
of the Pascua-Lama project as a result of an existing tax stability arrangement.

As
of December 31, 2014, the Pascua-Lama project received $543 million in value
added tax (VAT) refunds in Chile relating to the development of the Chilean
side of the project. These amounts must be repaid if the project does not enter
production by 2017. However, in light of the temporary suspension of
construction of the Pascua-Lama project, Barrick currently expects to be able to
extend the 2017 deadline in order to avoid repayment of these amounts. As of
December 31, 2014, the Pascua-Lama project recorded $461 million in VAT
recoverable in Argentina relating to the development of the Argentine side of
the project. These amounts may not be recoverable if the project does not enter
into production and are subject to devaluation risk as the amounts are
recoverable in Argentine pesos.

SALOBO MINE, BRAZIL

Christopher
Jacobs, CEng MIMMM, Vice President and Mining Economist, Micon International
Ltd., James Turner, CEng MIMMM, Senior Mineral Process Engineer, Micon
International Ltd., Barnard Foo, P. Eng., M. Eng, MBA, Senior Mining Engineer,
Micon International Ltd. and Jason Ché Osmond, FGS, C.Geol, EurGeol, Senior
Geologist, Micon International Ltd. prepared a technical report in accordance
with NI 43-101 entitled Technical Report on the Mineral Reserves and Mineral
Resources of the Salobo Copper-Gold Mine Carajás, Pará State, Brazil dated
March 19, 2013 (the Salobo Report). Christopher Jacobs, James Turner, Barnard
Foo and Jason Ché Osmond are qualified persons under NI 43-101. The following
description of the Salobo mine has been summarized from the Salobo Report with
updates where appropriate and readers should consult the Salobo Report to obtain
further particulars regarding the Salobo mine. A copy of the Salobo Report is
available under the Companys profile on SEDAR at www.sedar.com.

Property Description and Location

The
Salobo mine is a copper-gold deposit located approximately 80 kilometres
northwest of Carajás, Pará State in northern Brazil. Geographic coordinates for
the property are 5°4725 S latitude and 50°325 W longitude.

The
Salobo mine comprises a single claim and is permitted for mining copper and gold
under National Department of Mineral Production (DNPM) 807.426/74. The area of
the property is 9,180.61 hectares, as defined by Exploration Permit no. 1121,
dated 14 July, 1987. Brazilian legislation separates the ownership of the
surface rights from mineral ownership. A mining company can operate a mine even
if does not own the surface, provided it owns the minerals. In this case it is
necessary to pay a royalty to the surface owner. The royalty is calculated as
50% of the CFEM (Compensation for Financial Exploitation of Mineral Resources),
which is paid to the government. The mining concessions are updated every year
on presentation by Vale of the annual report of mining production to the DNPM.
The Salobo mine received its first Operating Licence No. 1096/2012 on November
5, 2012, valid for four years. Vale maintains that the company holds clear
mineral title to the deposit areas and has the necessary permits for operation
of the mine.

The
area is well-served by railroads and highways that connect the seaport and other
cities. Air service is available at the Carajás airport, which is approximately
70 kilometres southeast of Salobo and is capable of receiving commercial
aircraft. There are regular flights to Belém (capital city of Pará state,
population 2 million) and to other Brazilian cities. The city of Marabá is
approximately 240 kilometres east-northeast from Salobo by highway.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The
tropical climate, typical of the Amazon region, is humid and hot with a
temperature ranging from 17 degrees Celsius to 32 degrees Celsius, and averaging
27 degrees Celsius. The average humidity is about 76 percent and the average
annual rainfall is approximately 192 centimetres. The rainy
season extends from December to April, with most rainfall occurring in February
and March.

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In
the Salobo mine area, surface elevations range from 190 to 520 metres, compared
to the elevation of 850 metres attained on the Carajás Ridge to the southeast.
The topography is fairly steep: the Salobo ridge, where the deposit is located,
has a nominal slope of 2.5H:1.0V. On either side of the Salobo ridge are the
Cinzento and Salobo Rivers, respectively, both of which flow into the Itacaiúnas
River. The latter flows into the Tocantins River, close to the city of Marabá.

Salobo
is within the Flona de Tapirape-Aquiri national forest which is 190,000 hectares
in area. The deposit is in the northwestern portion of the Carajás Reserve. The
main ecosystem is tropical forest, which is dominated by relatively dense trees
with substantial brush in the under-storey.

Mining
is the primary industry of the area. As well as Salobo, Vale also operates a
very large iron ore mine at Carajás, and the established Sossego copper
mine.

Concentrate
produced at the mine is hauled by 40 tonne (gross weight) highway trucks 85
kilometres on the highway to a rail-loading site located approximately ten
kilometres north of the town of Parauapebas. From there, it is transported by
train 870 kilometres to Itaqui port located near the coastal city of São Luís in
the State of Maranhão.

Electrical
energy is supplied from Tucuruí, a 8,370 megawatt hydroelectric generating
station on the Tocantins River, 200 kilometres north of Marabá, and 250
kilometres due north of Parauapebas. An 87 kilometre overhead transmission line
(230 kilovolts) supplies the Salobo site. There is no ring feed.

Process
make-up water comprises runoff, direct precipitation and contribution from
Igarape Mirim within the tailings storage basin.

The
Salobo TSF, comprising an earth dam and concrete-lined spillway, was designed
for Vale by Brazilian engineering company BVP Engenharia to withstand a one in
10,000 year event. The TSF, when completed to a height of 285 metres, will have
sufficient capacity to store tailings resulting from the planned 40 years of
production. At present, work is underway to lift the impoundment from 170 metres
above sea level to an intermediate design height of 220 metres above sea level.
Potentially, the TSF site could also store the material presently identified as
mineral resources.

History

The
Salobo copper deposit was discovered in 1974 during exploration carried out by
Companhia Vale do Rio Doce, now known as Vale (CVRD) personnel. In 1977, a
detailed exploration program commenced and in 1978 the presence of copper
sulphides associated with magnetic schist was confirmed and the first drill hole
was completed that intersected a mineralized interval of 140 metres at 0.45
percent Copper.

From
1985 to 1987, a pilot-scale study was carried out at Salobo and, in July, 1987,
mining rights were awarded to CVRD. On 29 June, 1993, Salobo Metais S.A.
(SMSA) was created as a joint venture between CVRD and Morro Velho Mining, to
further study the economic viability of the deposit. In 1997, almost 30,000
metres of drilling was completed to support a pre-feasibility study directed by
MRDI. This was followed in 1998 with the first feasibility study. Subsequently
in 2001, a revised feasibility study was completed by Kvaerner, which was then
updated in 2002 by AMEC E&C Services Inc. CVRD acquired a controlling
interest in the property in June, 2002.

The
period 2002 and 2003 saw an additional 72,000 metres of drilling completed.
There followed a number of independent mineral resource models and audits by
Snowden (2003), Golder and AMEC (2004), Pincock, Allen and Holt (2005 and 2008),
and Golder (2010). The latter went on to prepare the current (2012) block model
and Mineral Resource estimate. The definitive feasibility study was completed by
Fluor JPS in June, 2004.

In 2007, CVRD changed its name to Vale S.A.

Pre-stripping
operations were commenced at the Salobo mine in 2009, and the Phase I process
plant commenced commissioning and ramp-up in April, 2012. Phase II started
operation in June, 2014 and is currently ramping up to designed capacity.

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Geology and Mineralization

Regional Geology

The
Carajás Mining District, located in the southeast of Pará State, Brazil, is a
unique geologic feature covering an area of about 30,000 square kilometres (300
kilometres by 100 kilometres), between the Xingu and Tocantins / Araguaia
Rivers.

The
Carajás Province is a major late Archean basin, deformed into a sigmoid shape,
trending west-northwest  east-southeast. The Carajás sigmoid shape is further
defined by several major west-northwest  east-southeast lineaments such as the
Carajás and Cigano sinistral fault zones. Northeast and northwest fault systems
crosscut the region.

The
Carajás Archean volcano-sedimentary sequence is composed mainly of bimodal
volcanic, chemical sediments, including the gigantic banded iron formations
(BIF) that host the largest iron deposits in the world, and pyroclastic and
clastic sediments. Several Archean intrusive units, the calc-alkaline Plaquê
Suite (2.77 billion years old), and the alkaline Salobo and Estrela granites
(2.5 billion years old), are known to have a strong correlation with coppergold
mineralization in Carajás. There are many generations of mafic bodies including
some that are post-mineral dykes. A Proterozoic suite (1.88 billion years old)
of alkaline granites, the central Carajás granite, Cigano, and Pojuca granites,
also intrude the Carajás sequence. Several generations of younger mafic dykes
crosscut the entire sequence.

The
Carajás volcano-sedimentary sequence has been locally named the Itacaiúnas
Supergroup, which has been tentatively divided from top to the bottom into:

| | I.   | Igarapé Bahia Group  is composed of mafic volcanic:
      lavas, tuffs and breccias, meta-sediments and BIF, with deposits of
      copper, copper-iron, copper-gold-Mo-silver including the Igarapé Bahia (18
      million tonnes at 4.0 grams per tonne gold in the weathering profile) and
      Alemão/Bahia deposits (120 million tonnes at 1.1 percent copper and 1.5
      grams per tonne gold). The Serra Pelada oxide-gold deposit is hosted by an
      overlying clastic metasedimentary sequence.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | II.  | Grão Pará Group - consists of the basal Parauapebas
      Formation made up of bimodal volcanic rocks with various degrees of
      hydrothermal alteration, metamorphism and deformation. The Parauapebas is
      overlain by the Carajás Formation, which hosts the gigantic Fe deposits
      (18 Bt at 15 percent iron).                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | III. | Igarapé Pojuca Group - comprises basic to intermediate
      volcanics (frequently with cordierite- anthophyllite alteration),
      amphibolites, gneisses and chemical sediments (cherts), BIF of
      oxide-silicate facies and schists of various compositions. The BIF unit
      hosts the Pojuca copper-zinc deposit.                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | IV.  | The Igarapé Salobo Group  is composed of iron-rich
      sediments associated with quartzites and gneisses, amphibolite facies of
      metamorphism, which includes the Salobo copper-gold
  deposit.                                                                                                                                                                                                                                                                                                         

The
basement of the Carajás sequence comprises a gneissic terrain with remnants of
Archean greenstone belts. Copper and gold mineralization within the province is
associated with Archean felsic intrusives (Plaquê and Estrela Granites).
Proterozoic anorogenic felsic intrusives (dykes) and Mesozoic mafic dykes
crosscut the Carajás Sequence and the gneissic terrain.

The
Salobo and Sossego goldcopper deposits lie within the Carajás belt of the
Amazon craton. Basement rocks comprise gneisses and migmatites of the Xingu
Complex and orthogranulites of the Pium Complex that were metamorphosed at about
2.8 Ga. In the Carajás belt, the basement assemblage defines a broad, steeply
dipping, east-west trending ductile shear zone (Itacaiúnas shear zone), which
experienced multiple episodes of reactivation during the Achaean and
Palaeoproterozoic. Unconformably overlying the basement is a sequence of
volcano-sedimentary rocks of Archaean age (2.75 billion years ago), the
Itacaiúnas Supergroup. The basal unit is the Grão Pará Group that includes
greenschist-facies metamorphosed metavolcanic rocks and BIF.

Sandstone
and siltstone deposited in a shallow marine to fluvial environment (Águas Claras
Formation), dated at 2.645 billion years old to 2.681 billion years old, overlie
the volcanic rocks of the Grão Pará Group. The volcano-sedimentary sequence has
been intruded by granitic rocks of various ages. Palaeoproterozoic intrusions
(ca. 1.88 billion years old) include several anorogenic granitic plutons, such
as the Central Carajás and Cigano granitoids. Achaean intrusions include
granitoids and diorites of the Plaquê Suite (ca. 2.74 billion years old),
younger alkaline granitoids (ca. 2.57 billion years old), such as the Estrela Complex, the Old
Salobo Granite (2.573 ± 0.002 billion years old) and the Itacaiúnas Granite.

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Property Geology

The
Salobo mineralization is hosted in the biotite-magnetite (BDX) and amphibolite
magnetite schists (XMT) along the trend of a steeply dipping sequence of
metamorphic rocks. Granitic intrusives (granitoid, GR) occur adjacent to the
north side of the sequence of rocks and a series of much younger diorite dykes
(diabase, DB) crosscut the mineralization forming barren zones. Copper
mineralization occurs as chalcocite and bornite, with subordinate quantities of
chalcopyrite, together with variable proportions of molybdenite, cobaltite,
covellite, gold and silver, contained in schists with variable proportions of
magnetite, amphibole, olivine, garnet, biotite, quartz and plagioclase.
Brittle-ductile shear zoned deformation has resulted in lenticular shaped ore
shoots that characteristically show close associations between copper
mineralization and magnetite contents.

Near-surface
weathering of the bedrock in the deposit area has produced a humid, clayey
saprolite surface layer. The sulphide mineralization in the upper 20 metres to
25 metres part of the saprolite has been oxidized, while the lower five metres
to ten metres of the saprolite contains variable sulphides, and is transitional
downward into fresh, sulphide-bearing bedrock. The oxide saprolite layer has
been partially leached by groundwater resulting in a significant reduction in
the copper and gold content. The sulphide saprolite is a transitional unit for
which leaching has also reduced the copper and gold content, but to a lesser
degree than the oxide saprolite. The lack of sulphides and the reduced grade in
the oxide saprolite prohibits it from currently being considered of economic
interest.

Magnetite
Schist (XMT)

XMT
is represented by massive, foliated and banded rocks, with predominant
magnetite, fayalite, grunerite, almandine and secondary biotite. Granoblastic
textures with polygonal contacts in magnetite and fayalite are common. The
presence of fayalite is marked by the replacement of grunerite and greenalite
and transformation into magnetite and other sulphides. Iron-potassic alteration
is common, creating schistosity in biotite units.

The
southeast portion of the deposit hosts hastingsite, replaced partially by
actinolite, grunerite and sulphide minerals. Fluorite, apatite, graphite and
uranium oxides are associated with this assemblage, Fe-silicate minerals and
alteration products of fayalite.

Garnet-Grunerite
Schist (DGRX)

These
are massive rocks with local development of schistosity. The rocks with
significant almandine and grunerite content have isotropic texture or very few
schistosity structures, with nematoblastic and granoblastic texture. The main
mineralogical composition consists of almandine and cummingtonite-grunerite,
with magnetite, hematite, ilmenite, biotite, quartz, chlorite, tourmaline and
subordinate allanite. Fluorite and uraninite generally occur in veinlets related
to stilpnomelane, calcite and grunerite.

Biotite Schist (BDX)

This
unit is the most common lithology at Salobo and consists of medium to
coarse-grained material with anastomosed foliation. The mineral assembly is
characterized by biotite (responsible for the foliation observed within the
rocks), garnet, quartz, magnetite and chlorite. The assemblage with garnet,
magnetite, grunerite and biotite is partially replaced by a second generation of
biotite and magnetite with chlorite, K feldspar, quartz, hematite and sulphides.
Tourmaline, apatite, allanite, graphite and fluorite generally occur throughout
this unit.

Feldspar-Chlorite Mylonite (ML)

The
feldspar-chlorite-quartz mylonite is characterized by mylonitic foliation,
produced by the orientation of rims of chloritized deformed biotite,
hastingsite, elongated quartz and saussuritized plagioclase (K-feldspar, epidote
and muscovite alteration). Porphyroblastic garnet is partially or totally
replaced by chlorite and epidote. Allanite and apatite generally occur
throughout this lithology.

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Metavolcanic Basic (MTB)

This
group of massive coarse-grained rocks is characterized by Fe-hastingsite and/or
hornblende and plagioclase with chlorite alteration. It occurs irregularly in
the system, but is concordant with other lithotypes in abrupt contacts, probably
hydrothermally altered intrusive basic relicts within the package of volcanic
rocks.

Quartz Mylonites (QML)

Quartz
mylonites are grey or white in colour, passing through green to red. Where
present, Fe-oxides are medium to fine grained, foliated and composed
predominantly of quartz, muscovite, sericite, sillimanite and chlorite.
Accessories, such as biotite, feldspar, magnetite, almandine, tourmaline, zircon
and allanite are common. It is possible to differentiate: (a) red
quartz-feldspathic rocks formed by K-feldspar and quartz and which may be a
product of shearing between the gneissic basement and the supracrustal rocks;
and (b) chlorite schists, mainly composed of chlorite and quartz, that represent
intense hydrothermal alteration. This unit is found near the southern border of
the deposits, close to important brittle shear zones, which may be interpreted
as conduits for hydrothermal fluids.

Old Salobo Granite (GR)

The
Old Salobo Granite occurs as a stockwork of approximately 2,573 ±2 million years
old. The rocks appear colorless-pink to grey, coarse grained and with
mylonitization in some areas. The main mineralogy is composed of K-feldspar
(orthoclase-microcline), oligoclase, quartz, augite, hornblende, chlorite and,
rarely, magnetite. There is no evidence of contact metamorphism with the host
rocks. The mylonitic aspects that appear both in granite and host rocks are
likely to have formed during the deformation phase.

Young Salobo Granite (GR)

The
Young Salobo Granite occurs as small northwest-trending sills, hosted by the
supracrustal sequence and by the gneisses of basement. It corresponds to the
youngest granitic intrusion detected by drilling in the Salobo area. In some
porphyritic portions, the matrix is aphanitic, containing a porphyry of red
albite (Fe-oxide in micro-fractures) and chlorite pseudomorphed by biotite. This
mineral assemblage is composed of fine to medium grained, equigranular,
hypidiomorphic grains of albite/oligoclase, orthoclase, quartz, chlorite, with
minor epidote, zircon, fluorite, magnetite, chalcopyrite and pyrite. Deformation
was not observed and the structure is isotropic. Age dating indicates an age of
1,880 ±80 million years old.

Diabase (DB)

Diabase
is located in southeast of the deposit, striking at approximately N70°E, while
in the northwest of the deposit striking near to N20°W. The predominant minerals
comprising the rock type are augite, plagioclase, magnetite, ilmenite and
quartz. The fine grained diabase has an age of 553 ±32 million years old, while
the more granular margins are dated at 561 ±16 million years old. This unit
represent the last magmatic event of the area. The dykes are set within
shear/fault lateral geometries to (N70°E) and frontal geometries (N20°W),
probably developed before the intrusions, in a compressional regime modified by
an extensive regime.

Rhyolite (RIO)

Rhyolite
dykes are grey-reddish in colour, porphyritic in texture within an aphanitic
matrix. The majority are composed of K-feldspars, plagioclase, quartz, amphibole
in a matrix cut by quartz veinlets. In drill holes the occurrence is rare or an
ultimate phase.

Mineralization

The
sulphide mineralization consists of assemblages of
magnetite-chalcopyrite-bornite and magnetite bornite- chalcocite. Variable
amounts of molybdenite, cobaltite, safflorite, gold and silver, also exist
hosted by rocks which contain magnetite, fayalite, grunerite, garnet, biotite,
quartz and plagioclase. The mineralization is related to Fe-rich rocks and
occurs in lenticular shears and hydrothermally altered zones. The chalcopyrite
is associated with magnetite schists (XMT) rich in fayalite and magnetite.

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Different
styles of mineralization can be found: disseminated, with planar structures
(stringers) parallel to rock, associated with local concentrations of magnetite
and/or garnet, filling or surrounding the fractures of mineral grains (stock
works); in cleavages of amphiboles and platy minerals, consisting of massive
sulphide, parallel to bedding of hosted rocks in some cases, as well as
remobilized mineralization in shear zones. Chalcopyrite, bornite, and chalcocite
occur interstitially in silicate minerals. These sulphide minerals are commonly
found filling the cleavage planes of biotite and grunerite. Hematite is rare
but, in places, comprises as much as four percent by volume. It exhibits tabular
texture (specularite), with infilling bornite and partial replacement by
magnetite.

Native
gold grains are observed locally, mainly occurring as inclusions in cobaltite
and safflorite or interstitial to bornite. In addition, ilmenite, uraninite,
allanite, fluorite and apatite occur as accessory minerals. The above textural
relationships indicate that mineralization was firstly marked by an oxide stage,
with a subsequent sulphide stage.

Molybdenite
occurs interstitial to magnetite, and shows cleavages planes filled with
chalcopyrite and bornite. In mylonitic samples, molybdenite forms kinked
stringers with marked variable extinction, the result of in-lath
recrystallization.

Magnetite
occurs mainly as idiomorphic to sub-diomorphic grains, interstitial to silicate
minerals or in fractures, or forms bands in mylonitic rocks.

The
gangue minerals are almandine, garnet, grunerite and tourmaline, reflecting the
intense iron-metasomatism. Minor amounts of fayalite and hastingsite are
pseudomorphed by grunerite and magnetite. Tourmaline, with a dominant schorlitic
composition occurs as idiomorphic crystals preferentially oriented parallel to
mylonitic foliation, in association with biotite, garnet and grunerite.

Biotite
sub-diomorphic crystals, commonly kinked, are associated with potassic
alteration and spatially related to the copper-gold mineralization. In addition,
uraninite and zircon inclusions may be locally abundant in biotite. Quartz shows
undulose extinction, and is associated with biotite in ore samples or
constitutes concordant veins within the host rocks.

Hydrothermal
alteration appears to be much more important than previously recognized. The
spatial distribution of hydrothermal alteration in the Salobo deposit shows that
areas affected by intense irons and potassic-metasomatism host most of the iron
oxide copper-gold ore.

In
general, the massive magnetite associated with the mineralization is the core of
the hydrothermal system and is surrounded by less intensely altered rocks.
Within the massive magnetite body are small veins and irregular masses of
secondary biotite. Garnet is completely replaced by magnetite, forming obvious
pseudomorphs. Away from the massive magnetite, the magnetite gradually
diminishes, giving way to biotite garnet schist and/or garnet grunerite schist.
When not obscured by magnetite, biotite-garnet schist and garnet-grunerite
schist are very distinctive and easily logged. Alkali-metasomatism is recognized
in the amphibolite rocks of the Salobo deposit. It is expressed by weak sodium
with intense superimposed potassium alteration (≤ 4.6wt% of K2O).

Potassiumfelsdpar,
biotite and oligoclase are in the main alteration minerals. A significant
increase in the FeO content (≤35 wt%) accompanied the potassium alteration in
amphibolite and was marked by the replacement of calcic-amphibole (mostly
magnesium-hornblende and hastingsite) by iron-magnesium amphibole
(cummingtonite), and by formation of biotite and magnetite. The chemistry of the
meta-graywackes at the deposit indicates that they also underwent significant
iron and potassium alteration. Alteration assemblages are characterized by
almandine, garnet, biotite and grunerite, subordinate tourmaline and minor
magnetite. The richest ore zone, located in the central part of the deposit,
corresponds to the most altered area.

Exploration

The
discovery of the Salobo copper deposit occurred during a systematic program of
geochemical, geophysical and geological exploration in the Carajás region,
initiated by CVRD/DOCEGEO in 1974.

In
1977 a program of detailed geological and geochemical work explored magnetic
anomalies existing in the basin of Igarapé Salobo (Salobo stream). Anomalies of
up to 2,700 parts per million copper were detected in stream sediments collected
from tributaries of Igarapé Salobo. These anomalies lead to the development of
detailed work in the area, involving geological, geochemical and geophysical prospecting.
In 1978, exploration revealed the presence of copper sulphides associated with
magnetic schist and the first phase of several drilling programs was
initiated.

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The
primary method employed in the exploration and evaluation of the Salobo deposit
is diamond core drilling, details of which are presented below.

Drilling

The
geochemical and geophysical anomalies identified at Salobo were initially tested
by nine exploratory drill holes by DOCEGEO in 1978, including a mineralized
interval of 140 metres at 0.45 percent copper. A successive drilling campaign
(the first of five major campaigns), to follow-up this promising mineralization,
was conducted on a 400 metre by 200 metre drill grid, subsequently reduced to
200 metres by 200 metres and then to 200 metres by 100 metres. This initial
campaign completed 65 diamond drill holes for 29,322 metres between March, 1978
and May, 1983.

The
second campaign (January, 1986 to June, 1987) was jointly undertaken by
CVRD/GICOR that reduced the grid to 100 metres by 100 metres in the core of the
deposit with further drilling undertaken in the southeast of the deposit from
the adit (G-3). This phase completed 9,033 metres of diamond drilling from 60
drill holes.

In
1993, and to accompany an economic feasibility study by SMSA, a third campaign
was initiated. The primary objective was to investigate the best probable
location in the deposit in which to commence mining and to optimize the first
five years of production as well as investigate mineralized continuity at depth.
Between July, 1993 and February, 1994 a total of 65 drill holes had been
completed for 14,585 metres.

In 1997, the fourth drilling campaign commenced, accounting for 25,491 metres
from 88 holes.

The
fifth drilling campaign completed 190 drill holes for 66,243 metres in 2002 and
a further 2,047 metres in 2003 that brought the grand total for the Salobo
deposit to almost 147,000 metres of geological drilling.

By
the end of the campaigns in 2003, some areas were drilled a little more densely
(50 metres by 50 metres), including the area around the adit.

The
surface drilling was initiated with a diameter of HQ and the minimum diameters
were BX and BQ. The underground drilling was carried throughout with BX
diameter. The drilling system used included the traditional and wireline
methods. Down hole surveys were carried with the R-F DDI (reflex fotobor dip and
direction pointer), Fotobor DDI and Maxbor units were used to prevent errors in
azimuth readings due to the influence of natural magnetic properties within the
rocks. Core recoveries of 80% in weathered rock and 90% in fresh rock were
achieved by the drilling companies during the campaigns.

The
majority of the core recovered is NQ size (47.1 millimetres) with a lesser
amount of (Imperial) BQ size (31.5 millimetres).

Sampling and Analysis

Sample Preparation

Core
is delivered by the drilling contractor to the core logging/storage area. After
the core is photographed and logged, sample intervals are marked; the sample
intervals average one metre in mineralized zones and two or four metres in
barren zones. Sample lengths may vary depending on geological and
lithological/structural criteria (geologic boundaries,
lithological/mineralogical changes, faults and shear zones, etc). The core is
cut by a diamond saw and one half is submitted for sample preparation and
assaying while the other half is kept in the core storage facility for further
reference.

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Sample Analysis

**      
*Sample Receipt and Preparation*

Upon
receipt of samples, the preparation laboratory personnel referenced (scanned)
the bar code label attached to the sample bag. The weight of sample was
electronically recorded together with information such as date, time, equipment
used and operator name. The scanning process allowed for complete traceability
of the sample through the entire laboratory process.

**       *Assay Methodology*

The
samples (a 5 gram aliquot) were routinely analyzed for copper, silver and iron
by atomic absorption spectrometry (AAS). Gold was determined by a lead
collection fire assay/AAS technique on a 30 gram sample. In the early stages of
the exploration program Pd, Pt, Ni, Mo, and U were also analyzed but later were
excluded from the analytical package.

**       *Sample Security*

All
drill core was brought from the drill site at the end of shift, and stored in a
purpose built logging and storage facility. Core undergoes a standard logging
procedure before being sawn at the adjacent diamond saw building. Mineralized
sample boxes are returned to the storage facility where they are kept under lock
and key. The core storage and logging facility is kept locked when unoccupied.
Unshipped samples are also stored in a secure facility at the same location.

**       *Quality Assurance and Quality Control*

The
QAQC program implemented for Salobo is complex due the implementation of
different schemes of QA over a prolonged period of time.

SGS
Lakefield Research Ltd. (Lakefield) was used for the routine analysis of
copper, gold and silver, while Acme analysed for Mo, U, F, S and C. The Gamik
laboratory was used as a secondary laboratory to check the results obtained from
the primary laboratory (Lakefield and/or Acme). Initially, SMSA allowed the
laboratory the responsibility on the insertion of standards, blanks and
duplicates samples. Consequently, in the absence of robust QAQC data, and in an
attempt to validate the results related to campaigns before 2002, a total of
51,768 of the original 75,577 samples drilled prior to 2002 were re-assayed to
corroborate the original results. The re-analysis considered pulps and coarse
rejects materials when possible. However, they are not identified separately as
repeats or duplicate in order to evaluate precision and sample preparation
respectively. Based on the results obtained, Vale applied an adjustment factor
to original sample grades.

For
the 2002 to 2003 samples, SMSA produced internal standards, but they were only
available at the end of drilling program. Because of this, a special lot of
1,500 samples from the 2002 to 2003 drilling program were sent for reanalysis. A
total of 76 aliquots were inserted in blind form for both standards B5B and
B3E3C3 (Salobo CMR) of the project.

The QC protocol at Salobo operations includes the following control samples:

- In-house standard reference materials inserted at about 2.5 percent
  frequency.
- Coarse preparation blanks inserted at approximately 2.5 percent frequency.
- Pulp duplicates carried out by the primary laboratory at about five
  percent frequency.
- External assay checks by the secondary laboratory on up to five percent of
  randomly selected original pulps analyzed previously by the primary
  laboratory.

Mineral Reserve and Mineral Resource Estimates

See
Technical Information Summary of Mineral Reserves and Mineral Resources for
the estimated Mineral Reserves and Mineral Resources (gold only, 50%
attributable) for the Salobo mine as of December 31, 2014.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [65]

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Mining Operations

The
Mineral Reserve at the Salobo mine is being extracted using conventional open
pit mining methods consisting of shovels, trucks and drills as the major mining
equipment. Pre-stripping of the site has been completed and production ramped up
to 12 million tonnes per year by 2014 and will eventually reach 24 million
tonnes per year by 2016.

The
mine plan was generated based on the Proven and Probable Mineral Reserves
contained in Vales 2013 resource model. Reserves are reported above a copper
equivalent cut-off grade of 0.253 percent.

The
ultimate pit was subdivided into seven internal phases targeting the highest
grade, lowest cost areas of the ultimate pit first. The Salobo mine life spans
approximately 29 years ending in 2044. However, the process plant will continue
operations, milling stockpile material, for another 21 years until 2065.

Phasing
of the open pit development and application of the cut-off grade strategy allows
higher grade ore (above 1.00 percent copper) to be mined in the initial years of
the operation. This is followed, from years 2025 to 2033, by the mining of
progressively lower grade material averaging 0.48 percent copper. The copper
grade improves again during the final phases of pit development, then decreases
as production ramps down towards the processing the lower grade stockpile
material.

During mining, the ore placed on the stockpiles is classified according to the
following grade categories:

- Medium grade
  ore:              
  0.60 to 0.85 percent copper equivalent
- Low grade
  ore:                     
  0.30 to 0.60 percent copper equivalent

Recovery Methods

Mineral
reserves at Salobo indicate total reserve grades of approximately 0.67 percent
copper and 0.35 grams per tonne gold (after applying a 5% unplanned dilution
factor, which was not applied to the 2013 reserve estimates). Copper occurs
primarily as the minerals chalcocite, bornite and chalcopyrite. Gold values are
predominantly associated with the copper sulphides. Average levels of magnetite
and chlorite are five percent and ten percent respectively. Potential
deleterious elements include fluorine at approximately 0.40 percent and uranium
at approximately 16 parts per million.

The
main lithologies for hosting the copper sulphide mineralisation are magnetite
schists (XMT) and biotite schists (BDX). In general, higher copper values are
associated with the magnetite schists, containing greater than ten percent
magnetite, with values typically greater than 0.6 percent copper. Biotite
schists generally contain lower copper values, typically in the range of 0.2
percent-0.6 percent copper. Low grade ore is currently stockpiled.

Phase
I of the Salobo plant is designed to process 12 million tonnes per year of ore
to produce approximately 100,000 tonnes of copper in a copper-gold concentrate
annually. Production commenced in June, 2012. Phase II of the Salobo plant
expansion involves doubling the throughput to 24 million tonnes per year with
annualized copper in concentrate production rising to approximately 200,000
tonnes. Phase II is basically a mirror-image of Phase I, i.e. essentially two
identical production lines. Production from Phase II started in June, 2014 and
the line is currently ramping up to designed capacity.

Currently,
Phase I is designed to operate 365 days per year, 24 hours per day and at 78.5
percent availability to process an average 1,512 tonnes per hour. Phase II
started operation in June, 2014 on the same design basis as Phase I.

Overall,
for the total reserve copper head grade of 0.67 percent copper, expected
recovery was 83.9 percent, and for the total reserve gold head grade of 0.35
grams per tonne, expected recovery was 65.8 percent based on the projects
recovery head grade regression formulae. Target copper grades in concentrate are
35-42 percent copper with a typical value of 38 percent copper. Target gold
grade in concentrate is 17 grams per tonne.

There
are three deleterious elements of potential concern in the copper concentrate,
namely fluorine, chlorine and uranium. Of these, fluorine is the most
significant. In general, smelters will tend to reject concentrates with high
fluorine content due to problems in the smelters sulphuric acid plants.
However, there are smelters that can accept high fluorine contents, although
they are few in number. Vale has advised it has secured contracts with four
smelters (in Poland, India, Sweden and Germany) which are able to accept concentrates with
an anticipated average fluorine content of 1,800 parts per million and a maximum
content of 4,000 parts per million.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [66]

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Apart
from the inclusion of high pressure grinding rolls (HPGR) for tertiary
crushing ahead of ball milling, the circuit is very conventional to the copper
industry. The use of conventional semi-autogenous grinding (SAG) milling is
generally considered within Vales operating philosophy but the reasons for the
design and selection of the HPGR/Ball Milling circuit are sound and were due
mainly to the high magnetite (and copper) content of critical size pebbles that
would have been removed with the magnet protecting the pebble crusher and
therefore requiring additional processing and the expected variability in ore
hardness that would cause variability in SAG mill throughput in a typical SAG
mill, ball mill, pebble crusher circuit.

Run-of-mine
ore at 2.5 metres top size is hauled in 240-tonne trucks and crushed in a 60 in
x 89 in primary gyratory crusher to a product 80 percent passing 152
millimetres. The dump pocket volume capacity is equivalent to the volume of 2.5
trucks. Primary crushed ore is conveyed to a crushed ore stockpile which has a
live capacity of approximately 24,800 t and a total capacity of 73,400 tonnes.
Coarse ore stockpile reclaim feeders are used to feed onto the primary screen
feed conveyor which feeds two operating double-deck vibrating screens. Screen
oversize is crushed in two MP-1000 cone crushers (746 kilowatt motors) in a
standard closed circuit. The nominal throughput for each crusher is 1,198 tonnes
per hour.

Secondary
crushed product is then conveyed to the secondary crushed ore stockpile feeding
the HPGR units. This stockpile has a total capacity of approximately 171,000
tonnes and a live capacity of about 58,400 tonnes.

Four
operating reclaim feeders are then used to reclaim the crushed ore and deliver
it to the HPGR circuit via the stockpile reclaim conveyor and silo feed
conveyor, equipped with a shuttle head. This delivers ore into one of two
concrete silos, providing approximately 20 minutes nominal capacity. A
reversible feed belt conveyor and feed belt feeders then feed each of the two
HPGR units.

Each
HPGR unit has a drum 2.0 metres diameter by 1.5 metres wide. The maximum feed
size is 55 millimetres and the product is 80 percent passing 17 millimetres. The
crushed HPGR product is discharged as a compressed cake and, via the product
collection conveyor, is then screened at eight millimetres aperture and broken
up with high pressure water sprays. There are a total of four operating screens.
The screen undersize, at 80 percent passing six millimetres, discharges directly
into a Ball Mill discharge sump. The screen oversize is recirculated back via
the screen oversize collection conveyor to the silo feed conveyor and further
HPGR crushing.

Slurry
in the Ball Mill discharge sump is pumped to hydrocyclones. Hydrocyclone
underflow is fed by gravity to an overflow Ball Mill (7.9 metres diameter x 12.2
metres long) equipped with a 17 MW gearless motor. There are two Ball Mills
operating in closed circuit, each with a hydrocyclone cluster, i.e., two
production lines. Ball Mill discharge feeds into the discharge sump for
recirculation to the hydrocyclones. The design grind is 80 percent passing 105
microns. Hydrocyclone overflow advances to the copper flotation circuit at
approximately 42 percent solids by weight. The Ball Mills are designed to
operate at a 30-35 percent ball charge using 76 millimetres diameter steel balls
and with a recirculating load of approximately 300 percent.

The
flotation circuit is of conventional design. Rougher 1 flotation is carried out
in two lines (one for each Ball Mill) using two cells, one for each line. The
cells are mechanically agitated Outotec cells of 200 cubic metre capacity. The
rougher 1 concentrate advances to the cleaner circuit. The rougher 1 flotation
tailings advances to the rougher 2 (scavenger) circuit consisting of two lines,
each line containing six mechanically agitated 200 cubic metrecells.

Rougher scavenger (rougher 2) tailings gravitate to the TSF. Rougher 2
(scavenger) concentrate advances to the regrind circuit.

Rougher 1 concentrate advances to the
cleaner circuit which is divided into cleaner 1, 2 and 3 circuits. Cleaner 1
circuit consists of eight column cells, each six metre diameter x 14 metres
height, arranged in two lines of four cells each. The concentrate from the
cleaner 1 circuit advances to the cleaner 2 circuit, consisting of four cells,
in two lines of two cells each, each column 4.3 metre diameter x 14 metres
height. Concentrate from the cleaner 2 circuit advances to the cleaner 3
circuit, consisting of two cells, in two lines of one cell each, each column 4.3
metre diameter x 14 metres height. Cleaner 3 tailings recirculates back to the
feed of cleaner 2 and cleaner 2 tailings recirculates back to the feed of
cleaner 1.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [67]

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Cleaner 3 concentrate (final concentrate) advances to the concentrate dewatering
circuit.

Cleaner
1 tailings advances to the cleaner-scavenger circuit which consists of ten 200
cubic metres mechanically agitated cells, arranged in two lines of five cells
each. Cleaner-scavenger tailings reports to the final tailings with the rougher
scavenger tailings.

Cleaner-scavenger
concentrate is reground in the regrind circuit together with the rougher 2
(scavenger) concentrate. The regrind circuit consists of four parallel tower
mills fitted with 1,120 kilowatt motors and operated in closed circuit (one
cluster per mill) with hydrocyclones. The product of the regrinding process is
nominally 80 percent passing 21 to 23 microns and advances to the cleaner 1
circuit.

The
final concentrate dewatering circuit consists of a 15 metre diameter,
high-capacity thickener, producing a pulp at 60 percent solids. The slurry is
then transferred into a 1,360 cubic metre stock tank and cyclically pumped into
two horizontal frame pressure filters. The filtrate solution returns to the
thickener and thickener overflow is pumped to the plant process water tank.

The
filtered concentrate has a residual moisture content of about 9.5 percent. It is
stockpiled below the filters in a covered concentrate storage area.

Concentrate
is reclaimed by front-end loader and loaded into trucks. Each loader bucket
(approximately seven tonnes) is sampled and a composite, representative sample
for about 125 tonnes of concentrate is taken for assay. The copper concentrate
is weighed in the trucks using a static scale and delivered to a rail spur
storage area, 85 kilometres away at the town of Parauapebas. The warehouse can
hold 16 kilotonnes of concentrate which is reclaimed by front-end loader and
loaded into railcars carrying it to the port of Itaqui, in São Luís, about 870
kilometres from Parauapebas. Further sampling is carried out here.

Flotation
reagents used include potassium amyl xanthate and sodium dithiophosphate as
primary and secondary collectors respectively, poliglycolic alcohol and methyl
isobutyl carbinol as frothers, quicklime for pH modification and sodium sulphide
for oxidized or easily oxidized copper minerals, e.g. bornite.

The
combined flotation circuit tailings (rougher and cleanerscavenger tailings)
flow by gravity from the plant to the tailings deposition area, located directly
north of the processing plant. Tailings are dumped from a single-point discharge
and create a beach on the south side of the dam. Over the mine life, several
phases of dam raising with mine waste will be required to provide the required
storage volume. Vertical pumps installed on pontoons pump recycled tailings dam
water back to the process plant, accounting for approximately 95 percent of the
total process water requirements.

Production Information

The following table summarizes 2013 and 2014 gold production (100% basis) from
the Salobo mine:

Units
    2013
    2014Tonnage
    (tonne)
    7,366,344
    12,474,211Gold Grade
    (g/t)
    0.76
    0.62Gold
      Recovery
    (%)
    65%
    64%Produced
      Gold
    (oz)
    116,590
    160,231Payable Gold
    (oz)
    111,270
    152,017


SILVER WHEATON 2014 ANNUAL INFORMATION FORM [68]

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DIVIDENDS

In
November 2011, the Company announced that it had adopted a dividend policy that
linked quarterly dividend payments to operating cash flows in the prior quarter,
such that the quarterly dividend per Common Share was to be equal to 20% of the
cash generated by operating activities in the previous quarter divided by the
Companys then outstanding Common Shares, all rounded to the nearest cent.

A
quarterly dividend of $0.09 per share was paid to shareholders for each of the
first two quarters of 2012. A third quarterly dividend of $0.10 per share was
paid to the holders of record of the Common Shares as of the close of business
on August 30, 2012. A fourth quarterly dividend of $0.07 per share was paid to
holders of record of the Common Shares as of the close of business on November
21, 2012. The total of dividends paid during 2012 was $0.35 per Common Share.

On
May 10, 2013, the Company announced that it had amended its dividend policy so
that the quarterly dividend per Common Share was to be equal to 20% of the
average cash generated by operating activities in the previous four quarters
divided by the then outstanding number of Common Shares, all rounded to the
nearest cent. The declaration, timing, amount and payment of dividends remains
at the discretion of the Companys board of directors and will depend on the
Companys cash requirements, future prospects and other factors deemed relevant
by the board of directors.

A
quarterly dividend of $0.14 per share was paid to shareholders for the first
quarter of 2013. In order to reflect the amendment to the Companys dividend
policy, and as a transitionary measure, the second quarterly dividend paid to
shareholders of $0.12 per share was calculated using the average cash generated
by operating activities for the trailing two quarters (fourth quarter of 2012
and first quarter of 2013). A third quarterly dividend of $0.10 per share was
paid to holders of record of the Common Shares as of the close of business on
August 30, 2013 and was calculated using the average cash generated by operating
activities for the trailing three quarters (fourth quarter 2012, first quarter
2013 and second quarter 2013). A fourth quarterly dividend of $0.09 per share
was paid to holders of record of the Common Shares as of the close of business
on November 27, 2013. The total of dividends paid during 2013 was $0.45 per
Common Share.

A
quarterly dividend of $0.07 per share was paid to holders of record of the
Common Shares as of the close of business on April 15, 2014 for the first
quarter of 2014. A second quarterly dividend of $0.07 per share was paid to
holders of record of the Common Shares as of the close of business on May 20,
2014. A third quarterly dividend of $0.06 per share was paid to holders of
record of the Common Shares as of the close of business on August 27, 2014. A
fourth quarterly dividend of $0.06 per share was paid to holders of record of
the Common Shares as of the close of business on November 26, 2014. The total of
dividends paid during 2014 was $0.26 per Common Share.

Effective
March 20, 2014, the Company adopted a Dividend Reinvestment Plan. The Dividend
Reinvestment Plan was effective commencing with the second quarterly dividend of
2014. A total of 646,618 common shares were issued under the Dividend Reinvestment
Plan during 2014.

DESCRIPTION OF CAPITAL STRUCTURE

Authorized Capital

The
authorized share capital of the Company consists of an unlimited number of
Common Shares and an unlimited number of preference shares (the Preference
Shares), issuable in series. As of March 27, 2015, 403,903,965 Common Shares
and no Preference Shares are issued and outstanding.

The
Company has issued common share purchase warrants to Vale (the Vale Warrants),
which are exercisable to acquire one Common Share at a price of $65.00 until
February 28, 2023. The exercise price and the number of Common Shares issuable
upon exercise are both subject to adjustment in certain circumstances. No
fractional Common Shares will be issuable upon the exercise of any Vale
Warrants, and no cash or other consideration will be paid in lieu of fractional
shares. Holders of Vale Warrants will not have any voting rights or any other
rights which a holder of Common Shares would have. The Vale Warrants are
authorized to be issued under a warrant indenture entered into between the
Company and Canadian Stock Transfer Company dated February 28, 2013. As of March
27, 2015, 10,000,000 Vale Warrants were issued and outstanding.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [69]

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Common Shares

Holders
of Common Shares are entitled to receive notice of any meetings of shareholders
of the Company, to attend and to cast one vote per Common Share at all such
meetings. Holders of Common Shares do not have cumulative voting rights with
respect to the election of directors and, accordingly, holders of a majority of
the Common Shares entitled to vote in any election of directors may elect all
directors standing for election. In 2014, the Company adopted advance notice
provisions for the nomination of directors which apply in circumstances where
director nominations are made by shareholders of the Company, other than in
connection with (i) the requisition of a shareholders meeting, or (ii) a
shareholder proposal, in each case made pursuant to the Act. The advance notice
provisions fix a deadline by which holders of record of Common Shares must
submit director nominations to the Company prior to any annual or special
meeting of shareholders and sets forth the information that a shareholder must
include in the notice to the Company.

Holders
of Common Shares are entitled to receive on a pro rata basis such dividends, if
any, as and when declared by the Companys Board of Directors at its discretion
from funds legally available therefor and upon the liquidation, dissolution or
winding up of the Company are entitled to receive on a pro rata basis the net
assets of the Company after payment of debts and other liabilities, in each case
subject to the rights, privileges, restrictions and conditions attaching to any
other series or class of shares ranking senior in priority to or on a pro rata
basis with the holders of Common Shares with respect to dividends or
liquidation. Although the articles of the Company provide for the potential
issuance of Preference Shares, there is currently no other series or class of
shares outstanding which ranks senior in priority to the Common Shares. The
Common Shares do not carry any pre-emptive, subscription, redemption or
conversion rights, nor do they contain any sinking or purchase fund provisions.

Preference Shares

The
Preference Shares may, at any time or from time to time, be issued in one or
more series. The Companys Board of Directors shall fix before issue, the number
of, the consideration per share of, the designation of, and the provisions
attaching to the shares of each series. Except as required by law or as
otherwise determined by the Companys Board of Directors in respect of a series
of shares, the holder of a Preference Share shall not be entitled to vote at
meetings of shareholders. The Preference Shares of each series rank on a
priority with the Preference Shares of every other series and are entitled to
preference over the Common Shares and any other shares ranking subordinate to
the Preference Shares with respect to priority and payment of dividends and
distribution of assets in the event of liquidation, dissolution or winding-up of
the Company.

TRADING PRICE AND VOLUME

Common Shares

The
Common Shares are listed and posted for trading on the TSX and the NYSE under
the symbol SLW. The following table sets forth information relating to the
trading of the Common Shares on the TSX for the months indicated.

|Month          | High (C$) | Low (C$) | Volume    
|-------------- | --------- | -------- | ----------
|               |           |          |           
|January 2014   | 25.07     | 22.09    | 27,096,537
|February 2014  | 28.79     | 23.92    | 26,300,816
|March 2014     | 29.63     | 24.79    | 26,130,256
|April 2014     | 25.50     | 24.01    | 20,493,585
|May 2014       | 24.81     | 22.00    | 16,264,540
|June 2014      | 28.08     | 22.38    | 24,943,021
|July 2014      | 29.28     | 27.53    | 27,940,645
|August 2014    | 29.65     | 26.62    | 20,416,462
|September 2014 | 26.65     | 22.34    | 26,003,372
|October 2014   | 22.84     | 19.59    | 33,389,985
|November 2014  | 24.66     | 19.43    | 37,194,979
|December 2014  | 24.98     | 21.95    | 38,287,552

The
price of the Common Shares as quoted by the TSX at the close of business on
December 31, 2014 was C$23.63 and on March 27, 2015 was C$24.72.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [70]

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DIRECTORS AND OFFICERS

The
following table sets forth the name, province/state and country of residence,
position(s) held with the Company and principal occupation of each person who is
a director and/or an executive officer of the Company as of the date of this
annual information form.

|Name, Province/State and
      Country of Residence  | Position(s) with the
      Company                                                | Principal Occupation                                                        
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------------------------
|                                                     |                                                                                   |                                                                             
|Douglas M. Holtby British Columbia,
      Canada     | Chairman of the Board and
      Director since April 2006 (4)                     | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|Lawrence I. Bell (2)(3)British Columbia, Canada      | Director since April 2006
      (4)                                               | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|George L. Brack (1)(2)British Columbia, Canada       | Director since November 2009
      (4)                                            | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|John A. Brough (1)(3)Ontario, Canada                 | Director since October 2004
      (4)                                             | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|                                                     |                                                                                   |                                                                             
|R. Peter Gillin (1)(2)Ontario, Canada                | Director since October 2004
      (4)                                             | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|Chantal Gosselin(3)Ontario,
      Canada             | Director since November 2013
      (4)                                            | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|Eduardo Luna (2)Mexico
      City, Mexico            | Director since December 2004
      (4)                                            | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|Wade D. Nesmith (1)(3)British Columbia, Canada       | Director since October 2004
      (4)                                             | Corporate Director                                                          
|                                                     |                                                                                   |                                                                             
|Randy V. J. Smallwood British Columbia,
      Canada | President, Chief Executive
      Officer and Director Director since May 2011 (4) | President and Chief Executive
      Officer of Silver Wheaton               
|                                                     |                                                                                   |                                                                             
|Gary D. Brown British Columbia, Canada               | Senior Vice President and
      Chief Financial Officer                           | Senior Vice President and
      Chief Financial Officer of Silver Wheaton   
|                                                     |                                                                                   |                                                                             
|Curt D. Bernardi British Columbia,
      Canada      | Senior Vice President, Legal
      and Corporate Secretary                        | Senior Vice President, Legal
      and Corporate Secretary of Silver Wheaton
|                                                     |                                                                                   |                                                                             
|Haytham H. Hodaly British Columbia,
      Canada     | Senior Vice President,
      Corporate Development                                | Senior Vice President,
      Corporate Development of Silver Wheaton        
|                                                     |                                                                                   |                                                                             
|Patrick E. Drouin British Columbia,
      Canada     | Senior Vice President,
      Investor Relations                                   | Senior Vice President,
      Investor Relations of Silver Wheaton           

|(1) | Member of the Audit Committee. Mr. John A. Brough is the
      Chairman of the Audit Committee.                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member of the Human Resources Committee. Mr. R. Peter
      Gillin is the Chairman of the Human Resources Committee.                                                                                                                                                                                           
|(3) | Member of the Governance and Nominating Committee. Mr.
      Lawrence I. Bell is the Chairman of the Governance and Nominating
      Committee.                                                                                                                                                                
|(4) | Directors are elected at each annual meeting of Silver
      Wheatons shareholders and serve as such until the next annual meeting or
      until their successors are elected or appointed. Ms. Gosselin was
      appointed to the Board November 8, 2013 and did not serve on any
      committees in 2013.

The
principal occupations, businesses or employments of each of the Companys
directors and executive officers within the past five years are disclosed in the
brief biographies set forth below.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [71]

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Douglas
M. Holtby  Chairman of the Board and Director.Mr. Holtby is currently
the Vice Chairman of the Board and Lead Director of Goldcorp, a director of BC
Cancer Foundation and President and Chief Executive Officer of Holtby Capital
Corporation, a private investment company. From June 1989 to June 1996, Mr.
Holtby was President, Chief Executive Officer and a director of WIC Western
International Communications Ltd., from 1989 to 1996, he was Chairman of
Canadian Satellite Communications Inc., from 1998 to 1999, he was a Trustee of
ROB.TV and CKVU, from 1974 to 1989, he was President of Allarcom Limited and,
from 1982 to 1989, he was President of Allarcom Pay Television Limited. Mr.
Holtby is a Fellow Chartered Accountant, and a graduate of the Institute of
Corporate Directors - Director Education Program at the University of Toronto,
Rotman School of Management.

Lawrence
I. Bell  Director. Mr. Bell served as the non-executive Chairman of
British Columbia Hydro and Power Authority until December 2007. From August 2001
to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British
Columbia Hydro and Power Authority and, from 1987 to 1991, he was Chairman and
Chief Executive Officer of British Columbia Hydro and Power Authority. He is
also a director of Capstone and is former Chairman of the University of British
Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit)
Project. Mr. Bell was a director of Goldcorp from 2005 until May 2013 and a
director of Matrix Asset Management Inc. from 2010 until April 2014. Prior to
these positions, Mr. Bell was Chairman and President of the Westar Group and
Chief Executive Officer of Vancouver City Savings Credit Union. In the
provinces public sector, Mr. Bell has served as Deputy Minister of Finance and
Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an
Honorary Ph.D. from the University of British Columbia. He also holds a Masters
of Arts degree from San José State University, is a Fellow of the Institute of
Corporate Directors and holds the Order of British Columbia.

George
L. Brack  Director.Mr. Brack is the Chairman of Capstone, Alexco and
Geologix Explorations Inc. and serves as a director of Newstrike Capital Inc.
and Timmins Gold Corp. Mr. Bracks 30-year career in the mining industry has
focused on investment banking and corporate development, specifically
identifying, evaluating and executing strategic mergers and acquisitions, and
the provision of equity financing. Until January 2009, Mr. Brack acted as the
Managing Director and Industry Head, Mining Group, of Scotia Capital. Prior to
joining Scotia Capital in 2006, Mr. Brack spent seven years as President of
Macquarie North America Ltd., an investment banking firm specializing in merger
and acquisition advice. Previous to that, Mr. Brack was Vice President,
Corporate Development at Placer Dome Inc., was Vice President of the investment
banking group at CIBC Wood Gundy, and worked in Rio Algoms Corporate
Development department. Mr. Brack holds an MBA from York University, a BASc in
Geological Engineering from the University of Toronto and the CFA designation.

John
A. Brough  Director. Mr. Brough had been President of both Torwest,
Inc. and Wittington Properties Limited, real estate development companies, from
1998 to December 31, 2007, upon his retirement. Prior thereto, from 1996 to
1998, Mr. Brough was Executive Vice President and Chief Financial Officer of
iSTAR Internet, Inc. Prior thereto, from 1974 to 1996, he held a number of
positions with Markborough Properties, Inc., his final position being Senior
Vice President and Chief Financial Officer which position he held from 1986 to
1996. Mr. Brough is an executive with over 40 years of experience in the real
estate industry. He is currently a director and Chairman of the Audit and Risk
Committee of Kinross Gold Corporation, a director and Chairman of the Audit
Committee and Lead Director of First National Financial Corporation, and a
director and Chairman of the Audit Committee of Canadian Real Estate Investment
Trust. He holds a Bachelor of Arts degree (Economics) from the University of
Toronto and is a Chartered Professional Accountant and a Chartered Accountant.
He is also a graduate of the Institute of Corporate Directors  Director
Education Program at the University of Toronto, Rotman School of Management. Mr.
Brough is a member of the Institute of Corporate Directors and the Ontario and
Canadian Institutes of Chartered Accountants.

R.
Peter Gillin  Director. Mr. Gillin was Chairman and Chief Executive
Officer of Tahera Diamond Corporation, a diamond exploration, development and
production company, from October 2003 to September 2008 and Chief Restructuring
Officer until December 2008. Since 2004, Mr. Gillin has been a member of the
Independent Review Committee of TD Asset Management Inc. and, from December 2005
to September 2012, a director of Trillium Health Care Products Inc. (a private
company). Mr. Gillin was appointed a director of Sherritt International
Corporation January 1, 2010 and Dundee Precious Metals Inc. in December 2009.
From April 2008 to March 2009, Mr. Gillin was a director of HudBay Minerals Inc.
From November 2002 to May 2003, Mr. Gillin was President and Chief Executive
Officer of Zemex Corporation, an industrial minerals producer, and had been a
director of that company since 1999. From 1996 to 2002, Mr. Gillin was Vice
Chairman and a director of N.M. Rothschild & Sons Canada Limited, an
investment bank, and, from 2001 to 2002, was Acting Chief Executive Officer. He
holds a HBA degree from the Richard Ivey School of Business at the University of
Western Ontario and is a Chartered Financial Analyst. He is also a graduate of
the Institute of Corporate Directors  Director Education Program at the
University of Toronto, Rotman School of Management and has earned the
designation of ICD.D. from the Institute of Corporate Directors.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [72]

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Chantal
Gosselin  Director.Ms. Gosselin brings over 22 years of combined
experience in the mining industry and financial services. Ms. Gosselin most
recently held the position of Vice President and Portfolio Manager at Goodman
Investment Counsel. Prior to that, she served as a senior mining analyst at Sun
Valley Gold LLP, a precious metals focused hedge fund. Between 2002 and 2008,
Ms. Gosselin was the senior mining analyst and a partner of Genuity Capital
Markets and held positions as a mining analyst with Haywood Securities Inc. and
Dundee Securities Corporation. Between 1992 and 2000, she held various mine site
management positions throughout the Americas with Blackhawk Mining Inc. and Pan
American Silver Corporation and within Canada with Dynatec Mining Corporation
and Aur Resources Inc. Ms. Gosselin received her Bachelor of Science Mine
Engineering degree from Laval University and completed a Master in Business and
Administration at Concordia University. She also completed the Chartered
Investment Manager designation. She currently serves as a director and a member
of the audit, corporate governance and technical committees of Capstone as well
as a director and member of the audit committee of Windiga Energy, a private
alternative energy company.

Eduardo
Luna  Director. Mr. Luna is currently Director, President and CEO of
Rochester Resources Ltd., Advisor and Director of Primero and advisor of
Mercator Minerals Ltd. Mr. Luna was Chairman of the Company from October 2004 to
May 2009 (and was Interim Chief Executive Officer of the Company from October
2004 to April 2006), Executive Vice President of Wheaton River from June 2002 to
April 2005, Executive Vice President of Goldcorp from March 2005 to September
2007 and President of Luismin, S.A. de C.V. from 1991 to 2007. He holds a degree
in Advanced Management from Harvard University, an MBA from Instituto
Tecnologico de Estudios Superiores de Monterrey and a Bachelor of Science in
Mining Engineering from Universidad de Guanajuato. He held various executive
positions with Minera Autlan for seven years and with Industrias Peñoles for
five years. He is the former President of the Mexican Mining Chamber and the
former President of the Silver Institute. He serves as Chairman of the Advisory
Board of the Faculty of Mines at the University of Guanajuato and as a board
member of the Mineral Resources Council in Mexico.

Wade
D. Nesmith  Director.Mr. Nesmith is currently Chairman of Primero and
from 2004 to 2009 was associate counsel with Lang Michener LLP (now McMillan
LLP), a law firm where he previously practiced as a partner from 1993 to 1998.
Mr. Nesmith has served on the boards of, among others, Polymer Group, Inc.,
Broadpoint Securites, Inc., and Westport Innovations, where he was also a senior
officer of the Company. He also served as the Executive Director (then
Superintendent of Brokers) for the British Columbia Securities Commission from
1989 to 1992. Mr. Nesmith received his LLB from Osgoode Hall Law School in 1977.

Randy
V. J. Smallwood  President, Chief Executive Officer and Director.Mr.
Smallwood holds a geological engineering degree from the University of British
Columbia, and is one of the founding members of Silver Wheaton. In 2007, he
joined Silver Wheaton full time as Executive Vice President of Corporate
Development, primarily focusing on growing the Company through the evaluation
and acquisition of silver stream opportunities. In January 2010 he was appointed
President, and in April 2011 he was appointed Silver Wheatons Chief Executive
Officer. Mr. Smallwood originally started as an exploration geologist with
Wheaton River Minerals Ltd., and in 2001 was promoted to Director of Project
Development, his role through its 2005 merger with Goldcorp. Before joining the
original Wheaton River group in 1993, Mr. Smallwood also worked with Homestake
Mining Company, Teck Corp. and Westmin Resources. Mr. Smallwood was an
instrumental part of the team that built Wheaton River / Goldcorp into one of
the largest, and more importantly most profitable gold companies in the world,
and he is now focused on continuing to add to the impressive growth profile of
Silver Wheaton.

Gary
D. Brown  Senior Vice President and Chief Financial Officer.Mr. Brown
is currently the Senior Vice President and Chief Financial Officer of Silver
Wheaton having joined the Company in June 2008. Prior to Silver Wheaton, he was
the Chief Financial Officer of TIR Systems Ltd. from September 2005 to July
2007. He has also held senior finance roles with CAE Inc., Westcoast Energy
Inc., and Creo Inc. Mr. Brown brings almost 22 years of experience as a finance
professional and holds professional designations as a Chartered Accountant and a
Chartered Financial Analyst as well as having earned a Masters Degree in
Accounting from the University of Waterloo. Mr. Brown has also been a director
of Redzone Resources Ltd. since 2011.

Curt
D. Bernardi  Senior Vice President, Legal and Corporate Secretary.Mr.
Bernardi joined the Company in 2008 and has been practicing law since his call
to the British Columbia bar in 1994. He worked for the law firm of Blake,
Cassels & Graydon in the areas of corporate finance, mergers and
acquisitions and general corporate law until leaving to join Westcoast Energy in
1998. Following the acquisition of Westcoast Energy by Duke Energy in 2002, Mr.
Bernardi continued to work for Duke Energy Gas Transmission as in-house legal
counsel, working primarily on reorganizations, mergers and acquisitions, joint
ventures and general corporate/commercial work. In 2005, Mr. Bernardi joined
Union Gas as their Director, Legal Affairs and was responsible for legal
matters affecting Union Gas. He obtained his Bachelor of Commerce from the
University of British Columbia and his Bachelor of Law from the University of
Toronto.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [73]

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******      
***Haytham H. Hodaly Senior Vice President, Corporate Development.***Mr. Hodaly joined Silver Wheaton in 2012, bringing with him over
17 years of experience in the North American securities industry, most recently
as Director and Mining Analyst, Global Mining Research, at RBC Capital Markets.
In this role, he was responsible for providing, to a wide range of institutional
clients around the globe, up-to-date and insightful research coverage of North
American-listed precious metals companies. Prior to this, Mr. Hodaly held the
position of Co-Director of Research and Senior Mining Analyst at Salman Partners
Inc., in addition to holding the titles of Vice President and Director of the
firm. During his tenure, he helped to establish Salman Partners Inc. as a
leading independent, resource-focused and research-driven investment dealer. Mr.
Hodaly is an engineer with a B.A.Sc. in Mining and Mineral Processing
Engineering and a Masters of Engineering, specializing in Mineral Economics.

Patrick
E. Drouin  Senior Vice President, Investor Relations. Mr. Drouin joined
the Company in 2012, bringing with him 11 years of experience in the financial
industry. He worked for UBS Securities from 2007 to 2012 in institutional equity
sales across North America and in Europe, most recently in London as Head of
European Sales for UBS Canada. In this role, Mr. Drouin built a sales platform
responsible for advising fund managers on Canadian equities. He was also a
member of the UBS Canadian Executive Committee, which oversaw strategic
decisions for the Canadian business. Prior to this, Mr. Drouin worked in both
Toronto and San Francisco for UBS Canada, advising the largest US institutional
investors on Canadian equities. Throughout his advisory career, he has focused
on the resource sector. Prior to UBS, he served as a Project Geologist in the
San Francisco Bay Area for William Lettis & Associates. Mr. Drouin has an
MBA from the Rotman School of Management, University of Toronto, and a Masters
in Geology from the University of Memphis.

As
at December 31, 2014, the directors and executive officers of Silver Wheaton, as
a group, beneficially owned, directly and indirectly, or exercised control or
direction over 639,849 Common Shares, representing less than one percent of the
total number of Common Shares outstanding before giving effect to the exercise
of options or warrants to purchase Common Shares held by such directors and
executive officers. The statement as to the number of Common Shares beneficially
owned, directly or indirectly, or over which control or direction is exercised
by the directors and executive officers of Silver Wheaton as a group is based
upon information furnished by the directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To
the knowledge of the Company, no director or executive officer of the Company
is, or within ten years prior to the date hereof has been, a director, chief
executive officer or chief financial officer of any company (including the
Company) that: (i) was subject to a cease trade order, an order similar to a
cease trade order or an order that denied the relevant company access to any
exemption under securities legislation, that was in effect for a period of more
than 30 consecutive days, that was issued while the director or executive
officer was acting in the capacity as director, chief executive officer or chief
financial officer; or (ii) was subject to a cease trade order, an order similar
to a cease trade order or an order that denied the relevant company access to
any exemption under securities legislation, that was in effect for a period of
more than 30 consecutive days, that was issued after the director or executive
officer ceased to be a director, chief executive officer or chief financial
officer and which resulted from an event that occurred while that person was
acting in the capacity as director, chief executive officer or chief financial
officer, other than: (a) Mr. Brough who is a director of Kinross Gold
Corporation (Kinross), which was subject to a management cease trade order
issued by the Ontario Securities Commission in April 2005 against the directors
and officers of Kinross in connection with Kinrosss failure to file audited
financial statements for the year ended December 31, 2004. The missed filings
resulted from questions raised by the United States Securities and Exchange
Commission (the SEC) about certain accounting practices related to the
accounting for goodwill. The management cease trade order was lifted in February
2006 when Kinross completed the necessary filings following the SECs acceptance
of Kinrosss accounting treatment for goodwill; and (b) Mr. Gillin who was a
director of, and Chairman and Chief Executive Officer of Tahera Diamond
Corporation (Tahera) from October 2003 to December 2008, a company that filed
for protection under the Companies Creditors Arrangement Act (Canada)
(CCAA) with the Ontario Superior Court of Justice on January 16, 2008. As a
consequence of its financial difficulties, Tahera failed to file financial
statements for the year ended December 31, 2007 and subsequent financial
periods. As a result, Tahera was delisted from the TSX in November 2009 and
issuer cease trade orders were issued in 2010 by the securities regulatory
authorities of Ontario, Quebec, Alberta and British Columbia, which orders have
not been revoked. Tahera subsequently sold its tax assets to Ag Growth
International and certain properties, including the Jericho diamond mine, to
Shear Minerals Ltd., and the monitoring process under CCAA concluded by order of
the Superior Court of Justice in September, 2010.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [74]

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To
the knowledge of the Company, no director or executive officer of the Company,
or a shareholder holding a sufficient number of securities of the Company to
affect materially control of the Company, is, or within ten years prior to the
date hereof has been, a director or executive officer of any company (including
the Company) that, while that person was acting in that capacity, or within a
year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its
assets, other than: (a) Mr. Nesmith who was a director of an automotive company
which applied for Chapter 11 bankruptcy protection in December 2004 and emerged
from Chapter 11 bankruptcy protection in March 2005; and (b) Mr. Gillin who was
a director of, and Chairman and Chief Executive Officer of Tahera from October
2003 to December 2008, a company that filed for protection under the CCAA with
the Ontario Superior Court of Justice on January 16, 2008. Tahera subsequently
sold its tax assets to Ag Growth International and certain properties, including
the Jericho diamond mine, to Shear Minerals Ltd., and the monitoring process
under CCAA concluded by order of the Superior Court of Justice in September,
2010. During 2011, the assets of Tahera were sold and the order is no longer in
effect.

To
the knowledge of the Company, no director or executive officer of the Company,
or a shareholder holding a sufficient number of securities of the Company to
affect materially control of the Company, has, within ten years prior to the
date hereof, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of the director, executive officer or
shareholder.

To
the knowledge of the Company, no director or executive officer of the Company,
or a shareholder holding a sufficient number of securities of the Company to
affect materially the control of the Company, has been subject to: (i) any
penalties or sanctions imposed by a court relating to securities legislation or
by a securities regulatory authority or has entered into a settlement agreement
with a securities regulatory authority; or (ii) any other penalties or sanctions
imposed by a court or regulatory body that would likely be considered important
to a reasonable investor in making an investment decision.

Conflicts of Interest

To
the best of Silver Wheatons knowledge, and other than as disclosed in this
annual information form, there are no known existing or potential material
conflicts of interest between Silver Wheaton and any director or officer of
Silver Wheaton, except that certain of the directors and officers serve as
directors and officers of other public companies and therefore it is possible
that a conflict may arise between their duties as a director or officer of
Silver Wheaton and their duties as a director or officer of such other
companies. Certain of the directors and officers of the Company also serve as
directors and/or officers of other companies involved in natural resource
exploration, development and mining operations and consequently there exists the
possibility for such directors and officers to be in a position of conflict. Any
decision made by any of such directors and officers will be made in accordance
with their duties and obligations to deal fairly and in good faith with a view
to the best interests of the Company and its shareholders. In addition, each of
the directors is required to declare and refrain from attending the portion of
the meeting dedicated to discussing any matter in which such directors may have
a conflict of interest or voting on such matter in accordance with the
procedures set forth in the Business Corporations Act(Ontario) and other
applicable laws. See Interest of Management and Others in Material
Transactions.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other
than as described below and elsewhere in this annual information form, since
January 1, 2012, no director, executive officer or 10% shareholder of the
Company or any associate or affiliate of any such person or company, has or had
any material interest, direct or indirect, in any transaction that has
materially affected or will materially affect the Company or any of its
subsidiaries.

TRANSFER AGENT AND REGISTRAR

The
transfer agent and registrar for the Common Shares is CST Trust Company (CST)
at its principal offices in Vancouver, British Columbia and Toronto,
Ontario.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [75]

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MATERIAL CONTRACTS

The
only material contracts entered into by the Company as of the date of this
annual information form or before such time that are still in effect, other than
in the ordinary course of business, is the Amended Revolving Facility dated as
of February 27, 2015, between the Company and the lenders. Such contract is
available on SEDAR at www.sedar.com under the Companys profile.

INTERESTS OF EXPERTS

The
scientific and technical information for the Companys mineral projects on a
property material to the Company contained in this annual information form,
other than for the Salobo mine, was sourced by the Company from the following
SEDAR (www.sedar.com) filed documents:

| | a. | Peñasquito mine  Goldcorps MD&A and Goldcorps
      annual information form filed on March 17, 2015;    
| | -- | -----------------------------------------------------------------------------------------------------------
| | b. | San Dimas mine  Primeros MD&A and Primeros annual
      information form filed on March  31, 2015; and  
| | c. | Pascua-Lama project  Barricks MD&A
      and Barricks annual information form filed on March 27,
  2015.

A
summary of the information sourced from the annual information forms of each of
Primero, Goldcorp and Barrick is contained in this annual information form under
Technical Information  Further Disclosure Regarding Mineral Projects on
Material Properties  San Dimas Mine, Mexico,  Peñasquito Mine, Mexico, 
Pascua-Lama Project, Border of Chile and Argentina, respectively. A summary of
the information sourced from the 
managements discussion and analysis for each of Primero, Goldcorp and Barrick,
as the case may be, is contained in this annual information form under General
Development of the Business and Description of the Business. Neil Burns,
M.Sc., P.Geo., Vice President, Technical Services, and Samuel Mah, M.A.Sc.,
P.Eng., Senior Director, Project Evaluations, are the qualified persons as
defined by NI 43-101 in connection with the mineral reserve and mineral resource
estimates and the scientific and technical information, and have reviewed and
approved the disclosure, for the San Dimas mine, the Peñasquito mine and the
Pascua-Lama project contained in this annual information form.

Christopher
Jacobs, CEng MIMMM, Vice President and Mining Economist, Micon International
Ltd., James Turner, CEng MIMMM, Senior Mineral Process Engineer, Micon
International Ltd., Barnard Foo, P. Eng., M. Eng., MBA, Senior Mining Engineer,
Micon International Ltd. and Jason Ché Osmond, FGS, C.Geol, EurGeol, Senior
Geologist, Micon International Ltd. prepared the Salobo Report and have reviewed
and approved the disclosure concerning the Salobo mine contained in this annual
information form, which for greater certainty includes disclosure regarding
forecasted production from the Salobo mine attributable to Silver Wheaton. A
copy of the Salobo Report is available under Silver Wheatons profile on SEDAR
at www.sedar.com and on EDGAR at (www.sec.gov) and a summary of the Salobo
Report is contained in this annual information form under the heading Technical
Information  Further Disclosure Regarding Mineral Projects on Material
Properties  Salobo Mine, Brazil.

The
aforementioned firms or persons held no securities of the Company or of any
associate or affiliate of the Company when they prepared the reports, the
mineral reserve estimates or the mineral resource estimates referred to above,
or following the preparation of such reports or estimates and did not receive
any direct or indirect interest in any securities of the Company or of any
associate or affiliate of the Company in connection with the preparation of such
reports or estimates, other than Neil Burns and Samuel Mah, who together hold
less than 1% of the Common Shares. None of the aforementioned persons are
currently expected to be elected, appointed or employed as a director, officer
or employee of the Company or of any associate or affiliate of the Company,
other than Neil Burns and Samuel Mah who are employees of the Company.

Deloitte
LLP is the Independent Registered Public Accounting Firm of the Company and is
independent of the Company within the meaning of the Rules of Professional
Conduct of the Institute of Chartered Accountants of British Columbia.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [76]

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AUDIT COMMITTEE

The
Companys Audit Committee is responsible for monitoring the Companys systems
and procedures for financial reporting and internal control, reviewing certain
public disclosure documents and monitoring the performance and independence of
the Companys external auditors. The committee is also responsible for reviewing
the Companys annual audited financial statements, unaudited quarterly financial
statements and managements discussion and analysis of financial results of
operations for both annual and interim financial statements and review of
related operations prior to their approval by the full Board of Directors of the
Company. The committee also has oversight responsibility for significant
business, political, financial and control risks that the Company is exposed to,
including a review of managements assessment of the likelihood and severity of
those risks and any mitigation steps taken.

The
Audit Committees charter sets out its responsibilities and duties,
qualifications for membership, procedures for committee member removal and
appointment and reporting to the Companys Board of Directors. A copy of the
charter is attached hereto as Schedule A.

The
current members of the Companys Audit Committee are John A. Brough (Chairman),
George L. Brack, R. Peter Gillin and Wade D. Nesmith. Each of Messrs. Brough,
Brack, Gillin and Nesmith are independent and financially literate within the
meaning of National Instrument 52-110 Audit Committees (NI 52-110). In
addition to being independent directors as described above, all members of the
Companys Audit Committee must meet an additional independence test under NI
52-110 in that their directors fees are the only compensation they, or their
firms, receive from the Company and that they are not affiliated with the
Company.

The
Audit Committee met four times in 2014. Each of Messrs. Brough, Gillin, Brack
and Nesmith were present at all four meetings.

Relevant Education and Experience

See
Directors and Officers for a description of the education and experience of
each Audit Committee member that is relevant to the performance of his
responsibilities as an Audit Committee member.

Pre-Approval Policies and Procedures

The
Audit Committees charter sets out responsibilities regarding the provision of
non-audit services by the Companys external auditors. This policy encourages
consideration of whether the provision of services other than audit services is
compatible with maintaining the auditors independence and requires Audit
Committee pre-approval of permitted audit and audit-related services.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [77]

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**External Auditor Service Fees**

Deloitte
LLP, Independent Registered Public Accounting Firm, were the auditors of the
Company in 2013. Fees billed by Deloitte LLP in respect of services in 2013 and
2014 are detailed below:

**2013 (1)**
      **($)**
    **2014 (1)**
      **($)**Audit Fees (2)
    587,008
    566,583Audit-Related Fees (3)
    121,225
    120,809Tax Fees (4)
    77,096
    109,784All Other Fees (5)
    30,754
    61,938TOTAL
    816,083
    859,114


|(1) | Fees are paid in Canadian dollars and converted to United
      States dollars for reporting purposes in this table at the exchange rate
      of C$1.00 = US$0.862 for the financial year ended December 31, 2014 and at
      the exchange rate of C$1.00 = US$0.9402 for the financial year ended
      December 31, 2013.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit fees were paid for professional services rendered
      by the auditors for the audit of the Companys annual financial statements
      or services provided in connection with statutory and regulatory filings
      or engagements.                                                                                
|(3) | Audit-related fees were paid for translation services
      rendered by the auditors in connection with the audit of the Companys
      annual financial statements.                                                                                                                                                        
|(4) | Tax fees were paid for tax compliance and advisory
      services.                                                                                                                                                                                                                                                           
|(5) | Other Fees were paid for Canadian Public Accountability
      Board fees, preparation of tax returns for VAT tax and the Barbados
      subsidiary and accounting advisory services.                                                                                                                                         

ADDITIONAL INFORMATION

Additional information relating to the Company can
be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Additional
information, including directors and officers remuneration and indebtedness,
principal holders of the Companys securities and securities authorized for
issuance under equity compensation plans will be contained in the management
information circular of the Company to be prepared in connection with the
Companys annual meeting of shareholders scheduled to be held on May 21, 2015
which will be available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov. Additional financial information is provided in the Companys
audited consolidated financial statements and managements discussion and
analysis for the year ended December 31, 2014.

SILVER WHEATON 2014 ANNUAL INFORMATION FORM [78]

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SCHEDULE AAUDIT COMMITTEE CHARTER

|I.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Audit Committee is a committee of the Board of
      Directors (the Board) of Silver Wheaton Corp. (Silver Wheaton or the
      Company). The primary function of the Audit Committee is to assist the
      Board in fulfilling its financial reporting and controls responsibilities
      to the shareholders of the Company and the investment community. The
      external auditors will report directly to the Audit Committee. The Audit
      Committees primary duties and responsibilities are:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | G.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|II. | COMPOSITION AND MEETINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

A-1

---

| | C. | In addition, unless otherwise authorized by the Board, no
      director shall be qualified to be a member of the Audit Committee if such
      director (i) is an affiliated person, as defined in Appendix I, or (ii)
      receives (or his/her immediate family member or the entity for which such
      director is a director, member, partner or principal and which provides
      consulting, legal, investment banking, financial or other similar services
      to the Company), directly or indirectly, any consulting, advisory, or
      other compensation from the Company other than compensation for serving in
      his or her capacity as member of the Board and as a member of Board
      committees.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | D. | All members shall, to the satisfaction of the Board of
      Directors, be financially literate as defined in Appendix I, and at
      least one member shall have accounting or related financial management
      expertise to qualify as a financial expert as defined in Appendix I, and
      will satisfy such other applicable criteria for financial expertise as may
      be contained in the laws, rules, regulations and listing requirements to
      which the Company is subject.                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | E. | If a Committee member simultaneously serves on the audit
      committees of more than three public companies, the Committee shall seek
      the Boards determination as to whether such simultaneous service would
      impair the ability of such member to effectively serve on the Companys
      audit committee and ensure that such determination is disclosed.                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | F. | The Committee shall meet at least four times annually, or
      more frequently as circumstances require. The Committee shall meet within
      45 days following the end of each of the first three financial quarters to
      review and discuss the unaudited financial results for the preceding
      quarter and the related MD&A and shall meet within 90 days following
      the end of the fiscal year end to review and discuss the audited financial
      results for the year and related MD&A prior to their
  publishing.                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | G. | The Committee may ask members of management or others to
      attend meetings and provide pertinent information as necessary. For
      purposes of performing their audit related duties, members of the
      Committee shall have full access to all corporate information and shall be
      permitted to discuss such information and any other matters relating to
      the financial position of the Company with senior employees, officers and
      independent auditor of the Company.                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | H. | As part of its job to foster open communication, the
      Committee should meet at least quarterly with management and the
      independent auditor in in-camera sessions, and as determined in the
      discretion of the Committee with the head of internal audit, to discuss
      any matters that the Committee or each of these groups believe should be
      discussed privately. In addition, the Committee or at least its Chair
      should meet with the independent auditor and management quarterly to
      review the Companys financial statements.                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | I. | Each of the Chairman of the Committee, members of the
      Committee, Chairman of the Board, independent auditors, Chief Executive
      Officer, Chief Financial Officer or Secretary shall be entitled to request
      that the Chairman of the Audit Committee call a meeting which shall be
      held within 48 hours of receipt of such
request.                                                                                                                                                                                                                                                                                                                                                                         

|III. | RESPONSIBILITIES AND DUTIES                                                
|---- | ---------------------------------------------------------------------------
|     |                                                                            
|     | To fulfill its responsibilities and duties the Audit
      Committee shall:

| | A. | Create an agenda for the ensuing
year.
| | -- | --------------------------------------

A-2

---

| | B. | Review and update this Charter at least annually, as
      conditions dictate.                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                          
| | C. | Describe briefly in the Companys Management Information
      Circular and/or the Companys Annual Information Form the Committees
      composition and responsibilities and how they were discharged.
| |    |                                                                                                                                                                                                          
| | D. | Documents/Reports Review                                                                                                                                                                                 
| |    |                                                                                                                                                                                                          
| |    | i)                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                          
| |    | ii)                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                          
| |    | iii)                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                          
| |    | iv)                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                          
| |    | v)                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                          
| |    | vi)                                                                                                                                                                                                      

| | E. | Independent Auditor
| | -- | -------------------
| |    |                    
| |    | i)                 
| |    |                    
| |    | ii)                
| |    |                    
| |    | iii)               

A-3

---

| |     | auditor and discussing any material differences of
      opinion between management and the independent auditor.                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | iv) | Review and discuss, on an annual basis, with the
      independent auditor all significant relationships they have with the
      Company to determine their independence and report to the Board of
      Directors.                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                  
| | v)  | Review and approve requests for any non-audit services to
      be performed by the independent auditor and be advised of any other study
      undertaken at the request of management that is beyond the scope of the
      audit engagement letter and related fees. Pre-approval of non-audit
      services is satisfied if:

| | a) | The aggregate amount of non-audit services not
      pre-approved expected to constitute no more than 5% of total fees paid by
      issuer and subsidiaries to external auditor during fiscal year in which
      the services are provided;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                              
| | b) | the Company or a subsidiary did not recognize services as
      non-audit at the time of the engagement; and                                                                                                                                 
| |    |                                                                                                                                                                                                                                              
| | c) | the services are promptly brought to Committees
      attention and approved prior to completion of the
audit.                                                                                                                              

| | vi)   | Ensure disclosure of any specific policies or procedures
      adopted by the Committee to satisfy pre-approval requirements for
      non-audit services by the independent auditor.                                                                                                                                                                                                                                                                                                                            
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | vii)  | Review the relationship of non-audit fees to audit fees
      paid to the independent auditor to ensure that auditor independence is
      maintained.                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | viii) | Ensure that both the audit and non-audit fees are
      disclosed to shareholders by category.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ix)   | Review the performance of the independent auditor and
      approve any proposed discharge and replacement of the independent auditor
      when circumstances warrant. Consider with management and the independent
      auditor the rationale for employing accounting/auditing firms other than
      the principal independent auditor.                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | x)    | At least annually, consult with the independent auditor
      out of the presence of management about significant risks or exposures,
      internal controls and other steps that management has taken to control
      such risks, and the fullness and accuracy of the organizations financial
      statements. Particular emphasis should be given to the adequacy of
      internal controls to expose any payments, transactions, or procedures that
      might be deemed illegal or otherwise improper.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | xi)   | Arrange for the independent auditor to be available to
      the Committee and the full Board as needed. Ensure that the auditors
      report directly to the Committee and are made accountable to the Board and
      the Committee, as representatives of the shareholders to whom the auditors
      are ultimately responsible.                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | xii)  | Oversee the work of the independent auditor undertaken
      for the purpose of preparing or issuing an audit report or performing
      other audit, review or attest services.                                                                                                                                                                                                                                                                                                                                 

A-4

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| | xiii) | Ensure that the independent auditor is prohibited from
      providing the following non-audit services and determining which other
      non-audit services the independent auditor is prohibited from
      providing:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | bookkeeping or other services related to the accounting
      records or financial statements of the Company;
| | -- | -------------------------------------------------------------------------------------------------------------
| |    |                                                                                                              
| | b) | financial information systems design and
      implementation;                                               
| |    |                                                                                                              
| | c) | appraisal or valuation services, fairness opinions, or
      contribution-in- kind reports;                  
| |    |                                                                                                              
| | d) | actuarial services;                                                                                          
| |    |                                                                                                              
| | e) | internal audit outsourcing services;                                                                         
| |    |                                                                                                              
| | f) | management functions or human resources;                                                                     
| |    |                                                                                                              
| | g) | broker or dealer, investment adviser or investment
      banking services;                                   
| |    |                                                                                                              
| | h) | legal services and expert services unrelated to the
      audit; and                                         
| |    |                                                                                                              
| | i) | any other services which the Public Company Accounting
      Oversight Board determines to be
impermissible. 

| | xiv) | Approve any permissible non-audit engagements of the
      independent auditor, in accordance with applicable
  legislation.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | F. | Internal Auditor
| | -- | ----------------
| |    |                 
| |    | i)              
| |    |                 
| |    | ii)             
| |    |                 
| |    | iii)            

| | a) | progress on the internal audit plan, including any
      significant changes to it;                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                       
| | b) | significant internal audit findings, including issues
      relating to the adequacy of internal control over financial
    reporting;
| |    |                                                                                                                                       
| | c) | any significant internal fraud issues;
  and                                                                                          

| | iv) | Ensure the internal audits significant findings and
      recommendations are received, discussed and appropriately acted upon by
      the Committee and management.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

A-5

---

| | G. | Financial Reporting Processes
| | -- | -----------------------------
| |    |                              
| |    | i)                           
| |    |                              
| |    | ii)                          
| |    |                              
| |    | iii)                         
| |    |                              
| |    | iv)                          

| | H. | Process Improvement
| | -- | -------------------
| |    |                    
| |    | i)                 
| |    |                    
| |    | ii)                
| |    |                    
| |    | iii)               
| |    |                    
| |    | iv)                
| |    |                    
| |    | v)                 

A-6

---

| | vi)   | Review any significant disagreements among management and
      the independent auditor in connection with the preparation of the
      financial statements.                                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | vii)  | Where there are significant unsettled issues the
      Committee shall ensure that there is an agreed course of action for the
      resolution of such matters.                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | viii) | Review with the independent auditor and management
      significant findings during the year and the extent to which changes or
      improvements in financial or accounting practices, as approved by the
      Audit Committee, have been implemented. This review should be conducted at
      an appropriate time subsequent to implementation of changes or
      improvements, as decided by the Committee.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ix)   | Review activities, organizational structure, and
      qualifications of the CFO and the staff in the financial reporting area
      and see to it that matters related to succession planning within the
      Company are raised for consideration at the full
Board.                                                                                                                                            

| | I. | Ethical and Legal Compliance
| | -- | ----------------------------
| |    |                             
| |    | i)                          
| |    |                             
| |    | ii)                         
| |    |                             
| |    | iii)                        
| |    |                             
| |    | iv)                         
| |    |                             
| | J. | Risk Management             
| |    |                             
| |    | i)                          
| |    |                             
| |    | ii)                         
| |    |                             
| |    | iii)                        
| |    |                             
| | K. | General                     
| |    |                             
| |    | i)                          

A-7

---

| | ii)  | The Committee shall comply with the requirements set out
      in the Board Guidelines relating to the engagement of outside
    advisors.                                                                                                                                                                                                                                                      
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | iii) | The Company must provide funding for the Committee to pay
      ordinary administrative expenses that are necessary for the Committee to
      carry out its duties.                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | iv)  | Establish procedures for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls, or auditing matters; and the confidential,
      anonymous submission by employees of concerns regarding questionable
      accounting or auditing matters and institute and oversee special
      investigations as needed.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | v)   | Review the findings of any examinations by regulatory
      agencies with respect to financial matters, and any external auditors
      observations made regarding those findings.                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | vi)  | Ensure disclosure in the Annual Information Form if, at
      any time since the commencement of most recently completed financial year,
      the issuer has relied on any possible exemptions for Audit
    Committees.                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | vii) | Perform any other activities consistent with this
      Charter, the Companys Articles and By-laws and governing law, as the
      Committee or the Board deems necessary or
appropriate.                                                                                                                                                                                                      

|IV. | ACCOUNTABILITY     
|--- | -------------------
|    |                    
|    | A.                 
|    |                    
|    | B.                 
|    |                    
|    | C.                 
|    |                    
|V.  | COMMITTEE TIMETABLE

The timetable on the following pages
outlines the Committees schedule of activities during the year.

A-8

---

Q1
    Q2
    Q3
    Q4A.
    Create agenda for ensuing year.
    XB.
    Review and update Committee Charter
    XC.
    Describe briefly in the Companys Management
      Information Circular and/or the Companys Annual Information Form the
      Committees composition and responsibilities and how they were discharged.
    XD.
    Documents/Reports Reviewi)
    Review with management and independent auditor,
      interim and annual financial statements, MD&A, earnings releases and
      any other financial information to be publicly disclosed and recommend
      approval to Board
    X
    X
    X
    Xii)
    Review analyses prepared by management and/or
      independent auditor setting forth significant financial reporting issues
      and judgments made in connection with the preparation of the financial
      statements
    X
    X
    X
    Xiii)
    Review effect of regulatory and accounting
      initiatives, as well as off balance sheet structures, on the financial
      statements
    X
    X
    X
    Xiv)
    Review policies and procedures with respect to
      directors and officers expense accounts and management perquisites and
      benefits, and review results of procedures performed in these areas by the
      independent auditor
    Xv)
    Review Board Chair & CEO expenses
    X


A-9

---

Q1
    Q2
    Q3
    Q4vi)
    Ensure adequate procedures are in place to review
      disclosure of financial information extracted or derived from financial
      statements, and review any financial information and earnings guidance
      provided to analysts and rating agencies, and periodically assess adequacy
      of those procedures
    X
    X
    X
    XE.
    Independent Auditori)
    Recommend independent auditor to Board and consider
      independence and effectiveness and approve compensation for independent
      auditor
    
    
    Xii)
    Review and approve the independent auditors audit
      plan and engagement letter and approve the audit scope and approach,
      staffing, locations, reliance upon management and internal audit and
      general audit approach
    
    
    
    Xiii)
    Monitor relationship between management and
      independent auditor
    X
    X
    X
    Xiv)
    Review and discuss with independent auditor all
      significant relationships they have with the Company to determine their
      independence, and report to Board
    X
    X
    X
    XAs Requiredv)
    Review and approve requests for non-audit services
      to be performed by independent auditor & be advised of any study
      undertaken at request of management beyond scope of audit engagement
      letter and related feesvi)
    Ensure disclosure of any specific policies or
      procedures adopted to satisfy pre-approval requirements for non-audit
      services by independent auditor
    X


A-10

---

Q1
    Q2
    Q3
    Q4vii)
    Review relationship of non-audit fees to audit fees
      paid to independent auditor
    X
    X
    X
    Xviii)
    Ensure audit and non-audit fees are disclosed by
      category
    X
    X
    X
    Xix)
    Review independent auditor performance and approve
      any proposed discharge and replacement of independent auditor. Consider
      with management and independent auditor the rationale for employing
      accounting/auditing firms other than the principal independent auditor
    X
    X
    X
    Xx)
    Consult with independent auditor out of presence of
      management about significant risks or exposures, internal controls and
      other steps that management has taken to control such risks, and the
      fullness and accuracy of the organizations financial statements
    X
    X
    X
    Xxi)
    Arrange for independent auditor to be available to
      the Committee and Board. Ensure independent auditors report directly to
      the Committee and are made accountable to the Board and the Committee
    X
    X
    X
    Xxii)
    Oversee independent auditor
    X
    X
    X
    Xxiii)
    Ensure independent auditor is prohibited from providing
      certain non-audit services
    X
    X
    X
    XF.
    Internal Auditori)
    Review effectiveness and independence of the
      internal auditor function and ensure there are no unjustified restrictions
      or limitations on the functioning of the internal auditor
    X


A-11

---

Q1
    Q2
    Q3
    Q4ii)
    Review
      and approve the scope of the proposed internal audit plan and ensure it
      addresses key areas of risk
    
    
    Xiii)
    Periodically review:a)   progress on the internal audit plan, including
            any significant changes to it;
    X
    X
    X
    Xb)   significant internal audit findings,
      including       issues relating to
      the adequacy of internal      control over
      financial reporting; and
    Xc) any
      significant internal fraud issues
    X
    X
    X
    Xiv)
    Ensure the internal audits significant findings
      and recommendations are received, discussed and appropriately acted upon
      by the Committee and management.
    X
    X
    X
    XG.
    Financial Reporting Processesi)
    Periodically review the adequacy and effectiveness
      of the Companys disclosure controls and procedures and the Companys
      internal control over financial reporting, including any significant
      deficiencies and significant changes in internal controls
    X


A-12

---

Q1
    Q2
    Q3
    Q4ii)
    Understand the scope of the independent auditors examination
      and report on the Companys assessment of internal control over financial
      reporting and review and discuss significant findings and recommendations,
      together with managements responses.
    Xiii)
    Consider independent auditors judgments about
      quality, appropriateness and acceptability of accounting principles and
      financial disclosure practices
    X
    X
    X
    Xiv)
    Consider and approve any major changes to accounting
      principles and practices
    X
    X
    X
    XH.
    Process
      Improvementi)
    Discuss with independent auditor (i) auditors
      internal quality-control procedures; and (ii) any material issues raised
      by the most recent internal quality- control review, or peer review, of
      the auditors, or by any inquiry of investigation by governmental or
      professional authorities, within the preceding 5 years, respecting
      independent audits carried out by auditors and steps taken to deal with
      such issues
    Xii)
    Review and approve hiring policies for employees or
      former employees of the past and present independent auditors
    As Requirediii)
    Establish reporting system for management and
      independent auditor regarding significant judgments made in managements
      preparation of financial statements
    X
    X
    X
    Xiv)
    Review scope and plans of independent auditor's
      audit and reviews
    
    
    X


A-13

---

Q1
    Q2
    Q3
    Q4v)
    Review with management and independent auditor
      significant changes to planned procedures, difficulties encountered during
      course of audit and reviews, and cooperation received by independent
      auditor during course of audit and reviews
    X
    X
    X
    Xvi)
    Review significant disagreements among management
      and independent auditor connected with financial statement preparation
    X
    X
    X
    Xvii)
    Ensure course of action for resolving significant
      unsettled issues
    X
    X
    X
    Xviii)
    Review with independent auditor and management
      significant findings and the extent to which changes or improvements in
      financial or accounting practices have been implemented
    Xix)
    Review activities, organizational structure, and
      qualifications of CFO and financial reporting staff and ensure matters
      related to succession planning are raised with Board
    XI.
    Ethical
      and Legal Compliancei)
    Review managements monitoring system for ensuring
      financial statements, reports and other financial information disseminated
      to governmental organizations, and the public satisfy legal requirements
    X
    X
    X
    Xii)
    Review with counsel, legal and regulatory
      compliance matters and matters that could have significant impact on
      financial statements
    X
    X
    X
    Xiii)
    Review implementation of compliance with SOX and
      OSC requirements
    X
    X
    X
  X


A-14

---

Q1
    Q2
    Q3
    Q4iv)
    Ensure CEO and CFO certify annual and interim
      financial statements and interim and annual MD&A
    X
    X
    X
    XJ.
    Risk
      Managementi)
    Inquire of management and independent auditor to
      identify significant business, political, financial and control risks and
      exposures and assess the steps management has taken to minimize such risk
    X
    X
    X
    Xii)
    Ensure disclosure of process followed by Board and
      committees for oversight of management of principal business risks, is
      complete and fairly presented
    Xiii)
    Review managements risk assessment program and
      steps taken to manage risks and exposures
    X
    X
    X
    XK.
    General
    As Requiredi)
    Conduct or authorize investigations into matters
      within the Committees scope of responsibilities


A-15

---

Q1
    Q2
    Q3
    Q4ii)
    With the approval of the Board Chair
      and in consultation with the CEO where reasonably practical, each
      committee has the authority and responsibility to engage, set the terms
      of, compensate and oversee any outside advisor that it determines to be
      necessary to permit it to carry out its duties. In considering the
      selection of any outside advisor, the applicable committee shall conduct
      an independence assessment of such advisor, having regard to, among other
      matters, (A) the provision of other services provided by the advisor to
      the Company, (B) the amount of fees received by the advisor from the
      Company as a percentage of total revenue of the advisor, (C) policies of
      the advisor designed to prevent conflicts of interest, (D) any business or
      personal relationship of the advisor with a member of the committee, Board
      or executives of the Company, (E) any shares or securities of the Company
      by the advisor, and (F) any business or personal relationship of the
      advisor with an executive officer of the Company.
    As Requirediii)
    Acquire funding from the Company to
      pay for ordinary administrative expenses
    As Requirediv)
    Establish procedures for receipt,
      retention and treatment of complaints regarding accounting, internal
      accounting controls, or auditing matters; and for anonymous submission by
      employees of concerns regarding questionable accounting or auditing
      matters and institute and oversee special investigations as needed
    X
    X
    X
  X


A-16

---

Q1
    Q2
    Q3
    Q4v)
    Review the findings of any examinations by
      regulatory agencies with respect to financial matters, and any external
      auditors observations made regarding those findings
    As Requiredvi)
    Ensure disclosure in AIF if any possible exemptions
      for Audit Committees have been used
    Xvii)
    Assess adequacy of these terms of reference and
      recommend to Board
    Xviii)
    Conduct annual self-evaluation and report to Board
    X


A-17

---

APPENDIX ONE TO SCHEDULE A

SILVER WHEATON CORP. AUDIT COMMITTEE CHARTER

Affiliated Person under SEC Rules

An affiliated person, in accordance with the rules of the
United States Securities and Exchange Commission adopted pursuant to the
Sarbanes-Oxley Act, means a person who directly or indirectly controls
the Company, or a director, executive officer, partner, member, principal or
designee of an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.

Financial Literacy Under Multilateral Instrument 52-110

Financially literate, in accordance with MI 52-110, means
that the director has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by the Companys financial statements.

Financial Expert Under SEC Regulation S-K

A person will qualify as financial expert if he or she
possesses the following attributes:

|a) | an understanding of financial statements and generally
      accepted accounting principles;                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|b) | the ability to assess the general application of such
      principles in connection with the accounting for estimates, accruals and
      reserves;                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|c) | experience preparing, auditing, analyzing or evaluating
      financial statements that present a breadth and level of complexity of
      accounting issues that are generally comparable to the breadth and
      complexity of issues that can reasonably be expected to be raised by the
      Companys financial statements, or experience actively supervising one or
      more persons engaged in such activities;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|d) | an understanding of internal controls and procedures for
      financial reporting; and                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|e) | an understanding of audit committee
  functions.                                                                                                                                                                                                                                                                                                                                                                           

A person shall have acquired such attributes through:

|a) | education and experience as a principal financial
      officer, principal accounting officer, controller, public accountant or
      auditor or experience in one or more positions that involve the
      performance of similar functions;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                              
|b) | experience actively supervising a principal financial
      officer, principal accounting officer, controller, public accountant,
      auditor or person performing similar functions;                                                      
|   |                                                                                                                                                                                                                                              
|c) | experience overseeing or assessing the performance of
      companies or public accountants with respect to the preparation, auditing
      or evaluation of financial statements; or                                                        
|   |                                                                                                                                                                                                                                              
|d) | other relevant experience.                                                                                                                                                                                                                   

A-18

---

Item
    
    CSA*
    NYSE**Ensure that the CEOs Terms of Reference
      include responsibility to make annual and interim written affirmations
      regarding the Audit Committee, and ensure that such written affirmations
      are submitted as required.
    
    
    XDisclose the text of the Audit Committees
      charter.
    
    XDisclose names of committee members and state
      whether or not each is (i) independent and (ii) financially literate.
      Describe each members education and experience relevant to
      responsibilities.
    
    XDisclosure whether, at any time since the
      commencement of most recently completed financial year, the Company has
      relied on any possible exemptions for Audit Committees.
    
    XIf, at any time since the commencement of the
      issuers most recently completed financial year, a recommendation of the
      audit committee to nominate or compensate an external auditor was not
      adopted by the board of directors, state that fact and why.
    
    XDisclose by category how much the auditor is
      paid for consulting and other services.
    
    XDisclose any specific policies or procedures
      adopted by the Audit Committee for pre-approval of non-audit services by
      the external auditor.
    
    XPrepare and disclose any Audit Committee
      reports required by applicable regulators.
    
    X


A-19

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